Dustin 10 and Ben 10
by dustinhogan83
Summary: This is inspired by the night I became Ben 10 by DriveMaxUltraDynamoZord. A self insert story where I join the Tennysons on the adventure of a lifetime. The Omnitrix divides in two and me and Ben gain an Omnitrix. (Under revision)
1. Meet the Tennysons

**Chapter 1: Meet the Tennysons**

This is me, Dustin Hogan. I basically was watching Ben 10 on my tablet, but… something very weird happened. I don't know how, or why, but I was actually traveling around with Ben, Gwen, and of course, Grandpa Max. I'll start my story off. I have brown hair, wear a green t-shirt with black sleeves and collar, blue jean shorts, and black and neon green shoes, I'm slender, and I like playing video games, watching TV, web surfing… all that stuff. I also like hanging out with my friends, and being with family. Your basically average 18-year old.

So today was a nice sunny day, first day of summer break, sitting on my bed watching Ben 10 on my tablet.

Dustin: "I could imagine what fun stuff me and the fam were gonna do for the summer. I wander how Tammy is doing."

Tamatha is my girlfriend. She's my age. We've met a few saws sometime before Christmas break. Next thing you know we instantly became a couple. I just graduated high school and my god it was amazing. Tammy is going to be a Senior this coming school year. She's the coolest girl I know.

I was browsing currently done with episode 1 and now getting ready for episode two. I by myself today so it was a me day.

Suddenly a blue colored portal appeared on my wall and I was being sucked in.

Dustin: "Oh CRAAAAAAP!" I screamed as I held onto something but alas, I couldn't old any longer and got sucked into the vortex as it disappeared.

(Later)

My world was black as I was slowly coming back to consciousness. I groaned as I slowly began to wake up. I felt something soft yet firm on my back, like I was laying in a RV mattress. I also hear voices as I was waking up too.

Voice 1: "Hey, he's finally waking up." The voice of a small boy said.

Voice 2: "Is he going to be okay?" The voice of a girl said.

Voice: "He seems to be fit as a fiddle. No injuries sustained." The third and final voice was that of an older man. I finally open my eyes and at first things were a blur. But as my vision became clearer by the minute, I managed to see who I was accompanied with, and needless to say, I was trying my best to not squeal like a fan girl.

Because in front of me was a ten year old boy with brown hair, green eyes, a white T-shirt with a black stripe down the middle, green pants and black and white sneakers.

Next to him was a girl the same age as he was, but with auburn hair, matching green eyes, a blue long sleeved shirt with a cat head in the center, white pants and white tennis shoes.

And the man behind them was an elderly man with grazing hair, dark brown eyes, a red Hawaiian shirt with blue jeans and brown shoes. But I know full well who these three are. They are Ben, Gwen and Maxwell Tennyson. That's the main reason why I held the urge to go all fan girl and kept my cool and acted natural.

Max: "Hey there sport. You doing okay?" Max asked me as I got up and nodded.

Dustin: "Yes sir. Any idea where I am?" I asked while I tried my best to not nerd out.

Max: "Well right now your at a RV can. My name is Maxwell Tennyson. But you can call me Max." Max said as Ben and Gwen nodes.

Ben: "That's our Grandpa. The name's Ben. Ben Tennyson." Ben said as I nodded and looked to Gwen.

Gwen: "And I'm Gwen Tennyson. Don't mind my doofus cousin here." Gwen said pointing to Ben, who just stuck his tongue out at her while I snickered.

Dustin: "Charmed I'm sure. Name's Dustin Hogan." I said as I sat up and stretched.

Max: "Well we better find your folks. Any ideas where they might be?" Max asked me while I was wide eyed for a second. I needed to think of something. I mean if I told them I came from a world where the world they live in is nothing but a cartoon show they probably would call me crazy.

Dustin: "Uhh..well, you see." I said trying to choose my words carefully. "My…parents died when I was young. I hopped from place to pace now and then." I said hoping they would buy it as I'm no a pretty good liar. You can tell because whenever I would tell a lie, I would chuckle a bi, that's how bad I am.

Gwen: "Oh. Poor guy." Gwen said placing a hand on my shoulder. Gwen easily took the bait, but that leaves Max and Ben.

Ben: "Harsh man." Ben said as Max seemed to look at me to analyze me and I shook a bit. Then he had a look of sympathy.

Max: "Terribly sorry that happened to you sport. If you like, you can stick with us until the end of the summer. Well find a way to settle things out for you by then." Max said as I couldn't help but like crap for lying to these guys. I mean I couldn't tell them that I came from a place where they were in a cartoon. We'll, not yet anyways. Suddenly my stomachs began to growl.

Dustin: "Heheh…Guess I didn't at my last stop." I said nervously.

Max: "Ah don't worry Dustin, its almost chowtime anyway." Max said as we got outside. After a few minutes me, Ben and Gwen were sitting at a wooden table the camp has as Max came out with a bowl of what looked like…mealworms.

Max: "Chow time." Max said putting the bowl on the table.

Ben: "Ok, I give up. What is that?" Ben asked.

Max: "Marinated mealworms. Hard to find them fresh in the states. You know, they're considered a delicacy in some states." Max said as I felt the need to eat some of them for some reason, as I never even thought about eating a bug.

Gwen: "And totally gross in others." Gwen said as I picked up and prayed to got that I don't lose my lunch. I then ate one, shocking Gwen and Ben present, and I…found it quite tasty. So I then grabbed a small handful and ate more and ate one at a time.

Gwen: "Ew! You actually enjoy those?" Gwen said as Ben felt like puke.

Dustin: "Hey, in my defense, I didn't now if I ever liked these until now." I said as I continued to eat them.

Max: "Dustin seems to like them, but if these don't sound good to you two, I've got some smoked sheep's tongue in the fridge." Max said I continued to eat the worms with a pleased look.

Ben: "Ugh. Couldn't we just have a burger or something?" Ben asked.

Max: "Nonsense. This summer's gonna be an adventure for your taste buds. I'll grab the tongue." Max said heading inside as I continued to eat the mealworms.

Ben: "Ok. I've got a half eaten bag of corn chips and a candy bar in my backpack. What do you got?" Ben asked Gwen.

Gwen: "Some rice cakes and hard candy."

Ben: "Think we can make them last the whole summer?" Ben asked as I got yet another handful of mealworms.

Gwen: "You're still eating those nasty things?" Gwen asked as I shrugged.

Dustin: "Their actually pretty good." I said as I continued to eat.

Ben: "You got taste buds of steel dude." Ben said as I just shrugged again.

Dustin: "Well if theirs one thing I won't eat is spaghetti noodles with Velveeta cheese on them. Ugh." I said in disgust.

Gwen: "What's wrong with that?" Gwen asked with a raised eyebrow.

Dustin: "Its just the taste that I cannot stand." I said with a groan.

***in Space***

We see a robot standing in front of a large test tube with a mangled up alien with a octopus-like face. This guy in the test tube was none other than Vilgax.

Robot: "Their propulsion systems have been destroyed." The robot informed.

Vilgax: "Prepare to board. I want the Omnitrix now." Vilgax said.

***on Earth***

I was laying down on the ground admiring the night sky while Ben was playing a video game and Gwen was on her laptop. Max walks out of the RV with a bag of marshmallows.

He looks to Gwen and Ben who are preoccupied with their devices and sees me star gazing.

Max: "Who wants to roast marshmallows?" Max asked as both Gwen and Ben didn't respond.

Dustin: "Thanks Max, but I'm still stuffed with that sheep's tongue and mealworms." I said as Ben and Gwen made a disgusted look.

Ben: "I still can't believe you ate that by the way." Ben said as I shrugged.

Dustin: "Hey come on dude, it kinda tasted like stake to me." I said as Ben and Gwen groaned in disgust.

Gwen: "Seriously Dustin?" Gwen asked.

Ben: "Thanks a lot dude. Now I'm never gonna eat steak again." Ben groaned.

Max: "Okay, how about one scary stories?" Max asked as I smiled.

Dustin: "I happen to know a few bone chilling urban legends. The Well to Hell, Bloody Mary, ooh or maybe the Bunnyman." I said felling like a little kid.

Ben: "How about the one about having to spend a summer with your freak of a cousin?" Ben said laughing.

Dustin: "That's not funny man." I said with a deadpan look.

Gwen: "I'd like to, grandpa, but I'm busy doing a web search on cures for extreme doofusness. Nothing yet, Ben, but let's not give up hope." Gwen said to Ben.

Dustin: "I swear you two bicker like an old married couple." I said to the two kids.

Max: "Oh, come on, you two. We're all in this together."

Dustin: "Max is right guys. You can mope around like this all summer, or we can have some fun. Now what do you say?"

Ben: "I vote for moping." Ben said as he turned his game off and got up. "I'm gonna take a walk. Smell you around Gwen." Ben said heading off to the forest where he would find the Omnitrix.

Dustin: "I'll accompany him to make sure he doesn't get hurt or lost." I said as Max nodded and I was on my way. The main reason was to make sure he doesn't do something stupid once he found the Omnitrix.

I eventually caught up to Ben who seemed bummed out.

Ben: "Oh man, this is gonna be the worst summer ever." Ben said as he doesn't notice me.

Dustin: "Oh come on Ben, I'm positive it'll get better." I said startling Ben a bit as he turned to see me.

Ben: "Dude! You almost gave me a heart attack! " Ben said as I chuckled a bit.

Dustin: "Sorry. Figured I should go with you just in case you don't get hurt or lost." I said as we continued to walk as we looked in the sky and noticed what looked like a shooting star, but I knew full well what it was.

Ben: "Whoa! A shooting star." Ben said with a smile, that was until the alleged star moved to where we were. We got out of the way and the object crashed. We both got up and looked into the crater and noticed a round metallic sphere.

Ben: "Looks like a satellite or something." Ben said as I got down into the crater as Ben followed. Soon the pod opened up to reveal a black and gray watch like object with a green and gray hourglass shape in place of the hands and numbers of a normal watch. This was the Omnitrix.

Ben: "A watch? What's watch doing in outer space?" Ben asked as we got closer.

Dustin: "Don't know. I'll et it for ya dude." I said as I held my hand to the watch, but then it did something that I never seen it do. It split in two and one latched onto my wrist as the other latched onto Ben's wrist.

Dustin: "WHOA! What the hell!"

Ben: "Aah! Get off me! Get off! Get off!" Ben yelled as he tried to remove his watch while I looked at mine.

Dustin: "Ohhhh kay. It never did that before." I muttered to myself as he I looked to Ben as he continued to struggle.

***with Max and Gwen***

Gwen was still on her laptop while Max was walking out the RV.

Max: "Hmm. Those two have been gone for a while." Max said looking at the direction me and Ben walked off. "Well I guess they can't t into too much trouble out here."

Gwen: "Unless Ben wound up bear food. Hey, I can dream, can't I?" Gwen said with a smile.

***with me and Ben***

Ben was still trying to remove the watch until he the watch he had beeped. Ben was amazed when he saw a symbol on the faceplate.

Ben: "Cool." Ben then pressed own on the faceplate, causing him to get engulfed in a green light. Once the light dissipated, Ben was something entirely different. He was a fiery humanoid somewhat covered in red lava rocks, four fingered hand and two toes on each foot. He was also taller than he was before, at least a foot higher than me.

When Ben noticed his transformation, Bens first reaction was to panic.

Ben: "AAAAAHHHH!" Ben sacreamed as he panicked.

Dustin: "Oh boy. Ben…" I said but he still panicked.

Ben: "I'm on fire! I'M ON FIRE!" Ben said as he panicked.

Dustin: "Ben." I said but he still didn't hear me.

Ben: "OH GOD! STOP DROP AND ROLL! STOP DROP AND ROLL!" Ben said doing the strop drop and roll technique the fire department and school teaches you encase you're on fire.

Dustin: "BEN!" I shouted, finally getting his attention. "You're not on fire man." I said as Ben got up and examined himself.

Ben: "You're right. I'm n fire, but I'm okay." Ben said actually liking the new look.

Ben: "Check it out. I'm orally hot." Ben said chuckling.

Dustin: "Quite literally." I said as I dialed my Omnitrix and transformed into the same alien Ben transformed.

Dustin Heatblast: "This guy is Heatlblast. As his name suggests, he has fire based powers." I said making a gun like gesture with my hand and shot a small fire ball at a nearby tree branch, shooting it off.

Ben Heatblast: "Whoa!" Ben said igniting a ball of fire in his hands and fired a fire stream at a tree.

Heatblast Dustin: "Ben! Stop!" I said but the damage had been done.

Heatblast Ben: "That's what I'm talking about." Ben said but he then noticed the damage he caused. "Wait. Stop!" Bens aid trying to get the flames to stop, but they continued to spread out of control.

Heatblast Ben: "You idiot! What were you thinking!" I yelled at him, punching his shoulder.

Heatblast Ben: "Hey, it was cool in my head!" Ben said as he saw the flames grow wild. "Were so dead man." Ben said.

Heatblast Ben: "No duh Sherlock." I said giving Ben a deadpan look.

***With Gwen and Max***

Max: "What is that?" Max asked as he saw the flames from their location. "Looks like the start of a forest fire." Max said.

Gwen: "We better let the ranger station know." Gwen said she grabbed a fire extinguisher.

Max: "Probably some darn fool camper out there messing with something he shouldn't." Max said as he and Gene went wide eyed suddenly.

Gwen and Max: "Ben."

Gwen: "And Dustin is out there with him." Gwen said as they ran towards the forest.

Max: "Hopefully those two are okay." Max said in worry.

***With me and Ben***

Me and Ben were still struggling to stop the fires, even though we were only making things worse.

Heatblast Ben: "Oh man. This would be so much cool if of weren't so not cool." Ben said as I was panicking.

Heatblast Dustin: "Well this wouldn't happen if you torched that tree! I said to Ben angrily.

Heatblast Ben: "I said I was sorry man." We argued as we didn't notice Gwen with a fore extinguisher dousing the flames and blasted Ben without looking. Gwen then noticed us and we noticed her.

Heatblast Dustin: "Oh boy. Uh hey there G…" I said but Gwen screamed, cutting me off.

Heatblast Ben: "Look, I know we look weird, by there's no reason to be scared." Ben said as he got blasted with Gwen's fire extinguisher.

Heatblast Dustin: "Please listen to,.." I said before I got blasted by the fire extinguisher, making me gag a bit. "Blegh! Oh god my mouth was open!" I said gagging as that stuff tasted awful.

Gwen: "I don't know what you two are, but you'll stay down there if you know what's food for awful Gwen warned us as Ben used his powers to cause a small fire on Gwen's shoe, causing him to chuckle and Gwen to douse it out.

Gwen: "I warned you." Gwen said angrily getting ready to strike us with the fire extinguisher.

Heatblast Ben: "Don't Ben think about it freak." Ben said as Gwen went wide eyed and realized who she was facing.

Gwen: "Ben? Is that you?" Gwen asked as I got up.

Heatblast Ben: "Well, not just me?" Ben gestured to me.

Heatblast Dustin: "Hey there red." I said as Gwen realized it was me.

Gwen: "Dustin? You too? What happened to you guys?" Gwen asked.

Heatblast Ben: "Well, when me and Dustin were walking, this meteor fell from the sky and almost smushed us, except it wasn't a meteor or a satellite but this cool watch thing that split in two and jumped up onto our wrists." Ben said as I continued for him.

Heatblast Dustin: "We tried to be them off, but to no avail. Suddenly Ben transformed into this flaming guy I call Heatblast then I did to. Then Ben accidently started this forest fire, for some reason!" I said glaring at Ben during that last bit. Suddenly Max came tuning up.

Max: "Gwen, are you all…what in blazes?" Max said wide eyed seeing me and Ben.

Gwen: "Hey grandpa, guess who." Gwen said motioning to me and Ben.

Heatblast Ben: "Its us grandpa." Ben waved.

Heatblast Dustin: "Hey Max." I said nervously.

Max: "Ben? Dustin? What happened to you boys?" Max asked as Ben began to expain, but I cut him off.

Heatblast Dustin: "We'll explain later. Right now we got a forest fire to snuff out." I said.

Heatblast Ben: "But how do we do that?" Ben asked as Max had an idea.

Max: "Backfire." Max said.

Heatblast Ben and Gwen: "Huh?"

Max: "Start a new fire and let it burn out the old one. They'll snuff each other out." Max said as I groined, I knew what he was getting at.

Heatblast Dustin: "Ah. Fight fire with fire, I see. Leave that to me" I then ran to the other side to start a new blaze and went along with Max's idea.

***In space***

Vilgax: "What do you mean its not there? This battle nearly costs me my life and you say the Omnitrix is no longer onboard the transport?" Vilgax asked, anger clear in his tone.

Robot: "Sensors indicate a probe was jettisoned from the ship just before boarding. It landed on the planet below." The obot informed its boss.

Vilgax: "Go. Bring it to me." Vilgax said as a drone was launched from his ship to earth.

***on Earth***

Its been hours since the fire started, Max's idea worked and both fires died down. We were back at the campsite with me and Ben still as Heatblast.

Max: "And you say this watch split in two and clamped o to your wrists?" Max said as Ben grabbed a marshmallow.

Heatblast Ben: "Yeah. But it wasn't my fault this time. I swear." Ben said while I nodded.

Heatblast Dustin: "Yeah. Minus the forest fire part." I said as Max nodded.

Gwen: "So are they gonna remain monsters forever?" Gwen asked.

Max: "Theyre not monsters Gwen, their aliens." Max said as Ben and Gwen looked at him.

Heatblast Dustin: "Well technically Pyronites from a star like planet called Pyros." I said as Max, Ben and Gwen looked at me with wide eyes.

Gwen: "How do you possibly know that?" Gwen asked as I decided to come clean and sighed.

Heatblast Dustin: "Okay guys. I'm gonna come clean. My parents didn't is and I haven't lived on the streets." I said as Ben and Gwen gasped while Max seemed calm.

Max: "I knew that was a lie." Max said as I looked away embarrassedly, but knew he would catch on.

Heatblast Dustin: "But what I'm about to tell you is gonna sound pretty crazy." I said as Gwen glared at me.

Gwen: "What ever it is, you better tell the truth!" Gwen said with a glare. I nodded.

Heatblast Dustin: "Here goes." I took a deep breath and laid my cards on the table. "I come from a world where this one is in a cartoon show." I said as Gwen, Ben and Max looked at me and I waited for the ridicule. Suddenly the Omnitrix symbol on me began to beep.

Voice: "He's telling the truth, just so you know." A feminine voice said, shocking everyone present, including me this time. Then Ben's Omnitrix symbol beeped and in a red flash of light, Ben was back to normal.

Ben: "Hey, I'm me again." Ben said.

Gwen: "Aw, too bad. I liked you better when you were a briquette." Gwen said before looking at me again. Max and Ben looked at me to and I noticed I haven't reverted back to normal yet.

Ben: "Shouldn't you turn back to normal too?" Ben asked me as I shrugged.

Heatblast Dustin: "I guess. Unless…" I said as I had an idea of why I hadn't turn back to normal yet. "Four Arms." I said as I then transformed into a humanoid alien that is approximately twelve feet tall, has well developed muscles, two pairs of four-fingered arms, and red skin. A black stripe goes from my chin to his lower lip, and I ha four eyes: a main pair, and a smaller pair below them. I wore a white T-shirt with a black line going down it, black pants, and fingerless gloves. I wore the Omnitrix symbol on my upper left shoulder. Mh eyes were yellow and I had no hair.

Four Arms: "Grey Matter." I said as I reverted from Four Arms into a grey-skinned, frog-like, bipedal alien that is only four inches tall with large yellowish-green eyes, which have rectangular pupils and horizontal eyelids. I wear a white jumpsuit with a thin vertical black stripe going down it and a larger version of the same stripe exists on my head, in-between his eyes. I also wore the Omnitrix symbol on my back. I then reverted back to normal.

Dustin: "I guess I have the master control." I said as a blue hologram appeared on my Omnitrix faceplate. But this wasn't no ordinary hologram. It was Cortana from Halo.

Cortana: "Correct. I am the A.I. for the Omnitrix. I am AI CTN 0452-10. I am a modified replica of the AI designated as CTN 0452-9, or simply known as Cortana." The AI said as I was speechless everyone else.

Dustin: "I see. Well…may I call you Trixie?" I asked as the AI now named Trixie as simply nodded.

Trixie: "Of course. Actually has a ring to it." Trixie said with a smile.

Ben: "Excuse me, but did you really mean it when you said you come from a world where ours is only a TV show?" Gwen asked, not knowing if I was telling the truth or not.

Dustin: "Yeah. The story is about how Ben here gets an alien device known as the Omnitrix. He uses it to help others and save the earth from many threats from earth and space. I was going to get it for Ben, but as I said it somehow it split in two and attached to me and Ben." I said as Ben, Gwen and Max were speechless.

Trixie: "I know that sounds farfetched, but its true. Believe me the Omnitrix has a lie detected function." Trixie said.

Ben: "Whoa. Seriously?" Ben asked as Max looked at me.

Max: "I'll admit. Your story sounds far fetched, but I believe you one hundred percent." Max said as Gene and Ben looked at him.

Gwen: "Seriously? How do you know he's not pulling our leg?" Gwen asked.

Max: "Trust me Gwen. I read about parallel dimensions. And if Trixie here says its true, then I can't doubt that." Max said as Ben was still trying to get it his Omnitrix off.

Ben: "I still can't get it off." Ben said as he struggled.

Dustin: "You can try all you want Ben. That thing's never gonna come off." I said as Ben sighed in defeat.

Max: "Well, better not fool with those things boys. I'll go check out the crash site. You three stay put until I get back." Max said as he got up and walked off.

(Meanwhile)

At the crash site, a large robot appeared and noticed the pod was empty. It shot a laser, destroying the pod that once contained the Omnitrix and shot out two disc shaped drones before walking off.

***at the camp site***

Ben was seen fiddling with his Omnitrix until Gwen spooked him by surprise.

Gwen: "Caught ya!" Gwen said scaring Ben and chuckling. I wasn't too far behind her.

Ben: "Heh heh heh. Very funny…like your face." Ben said turning his attention back to his Omnitrix.

Gwen: "Grandpa said not to mess with that thing." Gwen said as I nodded.

Dustin: "She's right Ben. I'd rather not get on his bad side." I said with my arms crossed.

Ben: "Yeah. So what's your point." Ben said ignoring us.

Gwen: "Did your parents drop you when you were a baby?" Gwen asked.

Dustin: "Ben, listen. These things aren't toys. Their probably the most powerful devices known to man. If these fall into the wrong hands, who knows what may happen." I said to Ben, subliminally referring to Vilgax.

Ben: "Come on. You can't tell me that you aren't a little bit curious what else this thing can do. Plus, Dustin knows a thong or two about my alien forms." Ben said as I shook my head.

Gwen: "I don't like this one bit." Gwen said as I couldn't help but agree.

Ben: "Look. I can figure this out, maybe I can help. I mean really help them and not just, you know, make things worse. Plus Dustin can help me out." Ben said as I couldn't help but visualize me and Ben, saving the world like a dynamic duo.

Ben: "Well, I did say that you use the Omnitrix to help people and save the world." I said as Gwen looked at me.

Gwen: "Well what about your folk back home. Don't you think their the least bit worried about you?" Gwen asked me as I went melancholy.

Dustin: "I'll bet they are Gwen. But I doubt there would be a way to bring me back to my world." I said as Gwen pat my back and asked me another question.

Gwen: "So how did it feel to go all alien like that?" Gwen asked me as I was puzzled.

Ben: "It freaked me out at first. It was like I was me, but it was also like I was somebody else." Ben said as Trixie appeared from my Omnitrix.

Trixie: "That's hat the Omnitrix is mainly for. It basically makes the wearer experience what its like being in the shoes of other alien life forms." Trixie said as Ben's Omnitrix began to Ben and glow green.

Ben: "Hey,I think I figured it out." Ben said as I began to explain.

Dustin: "The Omnitrix transformations last for about ten minutes, and has a recharge time of ten minutes. Its bound to do that." I said as Ben looked at me and Gwen with a smile.

Ben: "Should I try it again once." Ben asked as I shook my head

Gwen: "I wouldn't." Gwen said.

Ben: "Yeah. You wouldn't." Ben said as he slaked down on the faceplate again. Thjisntime he transformed into a quadrupedal orange creature with no eyes or nose, sharp teeth and claws and quills on his back, and a wore a brace with the Omnitrix symbol on his left shoulder. Ben let out a roar to finish the transformation.

Gwen: "Ew! This thing's uglier than you are normally." Gwen said as Ben roared at Gwen. "Wow. Put a flea collar on this mutt. And no eyes? What good is this one? It can't see." Gwen looks at me to get some insight.

Dustin: "That is Wildmutt. He is a Vulpimancer from the planet Vulpin. While Vulpimancers may lack eyes or noses, they have gills on their neck to provide superb hearing and smell." I said grabbing a nearby branch and got ready to hit Ben with it. Ben of course sensed this and jumped on top the RV before I could strike him.

Dustin: "See? Don't let looks deceive." I said as Ben hopped down in front of us.

Gwen: "Ew! Two words: breath mints." Gwen said as Ben ran off into the woods.

Ben: "Ben, get back here!" Gwen said but Ben didn't listen. "Ben, I'm gonna tell Grandpa that you turned into some freaky animal monster thing and went swinging around the forest when he told you not to. This is a majorly weird day." Gwen said with a sigh while I dialed up my Omnitrix.

Dustin: "We better go in after him." I said and transforming into a blue skinned reptilian humanoid with a helmet, wheels on my feet, three sharp claws, a long tail with black stripes on my tail, and an Omnitrix symbol on my chest.

Gwen: "Whoa! Who's this guy?" Gwen asked.

XLR8: "XLR8. Spelled as X-L-R-8. A Kineceleran from the planet Kinet. As his name suggest, he's an alien with a need for speed." I said as I placed Gwen on my back.

"Hang onto your lunch." Trixie said as I sped off.

***in the woods***

Ben as Wildmutt was in the forest and appeared to search for something. He then sensed something coming his way and jumped onto the nearest branch. What he sensed was one of Vilgax's drones. When the drone had its guard down, Ben pounced on it, clawing at it and biting at it. The drown tried to shake it off but Ben bit out its circuits. The Omnitrix timed out, reverted Ben back to normal. Ben sees another drone flying towards him.

Ben: "Oh, not good." Ben said as the drone was then hit by a twig held by me as XLR8.

XLR8: "And stay down you heap of scrap metal. " I said as Gwen hoped off my back, a bit dizzy as I reverted back to normal.

Ben: "Whoa. Whadya call that one?" Ben asked.

Dustin: "XLR8. A Kineceleran from Kinet. Basically he has enhanced speed." I said as Gwen rushed to hug her cousin.

Ben: "Never thought I'd say this, but am I glad to see you." Ben said to Gwen.

Ben: "I was worried you might get popular with that thing." Gwen said to Ben as I realized something.

Dustin: "Well, when they find I have an Omnitrix as well, their pretty much gonna come after me too and not just Ben." I said as Max came up.

Max: "That's by I asked you two not to fool around with those." Max said, getting our attention.

Ben: "Sorry Grandpa." Ben said as I looked away ashamed. "But at least I figured out how to make of work. All you do is press this button. Then when the ring pops up, just twist it until you see the guy you want to be. Slam it down, and bammo! You're he of 10 super-cool aliens." Ben said.

Dustin: "Of course it does have a limiter. It lasts for ten minutes for recharging." I said as Gwen asked something I didn't want to think about.

Gwen: "What about staying a super-cool alien dude and not transforming into pizza face anymore?" Gwen asked.

Ben: "I kinda haven't figured that put yet. Dustin may know, right?" Ben asked me as I didn't know how to lightly put it.

Dustin: "Well...oh how should I put it?" I asked as Trixie appeared from my Omnitrix.

Trixie: "Should you remain as one of the aliens for an extended period of time, you would become exactly like the alien completely." Trixie said as I had a solemn look.

Dustin: "To put it simply, once your stuck as an alien and don't revert to normal, you'd be not you anymore." I said as Ben, Gwen and Max were shocked.

Ben: "Whoa." Ben said a bit shocked by the info. Suddenly a radio went off.

Radio: "Mayday! Mayday! Somebody help us! We're being attack by some sort of…I know you're not gonna believe me…but robot.

Ben: "Sounds like those thing that attacked me."

Gwen: "Must be looking for the watch."

Dustin: "Yeah, but I have one too, so chances are, they may go after both of them eventually." I said with a solemn look.

Ben: "Those people are in trouble because of us. I think I can help them. Dustin, you with me?" Ben asked me as I touht about it, and nodded.

Dustin: "Damn straight brother." I said determined. Ben's Omnitrix started beeping again.

Ben: "Yeah. Eenie meenie minor…here goes" Ben said as he selected his alien of choice and transformed into a crrystaling humanoid figure composed of durable pale green crystals. He sports four crystal shards on his back and has a sharp head. He also wore a uniform which was black on the right half and white on the left with a black patch on the left shoulder where the Omnitrix symbol was.

Gwen: "So what can this guy do?" Gwen asked Ben.

Diamond head: "I don't know. Dustin?" Ben asked me as I explained.

Dustin: "That's Diamondhead. He's a Petrosapien from the planet Petropia. He has diamond hard skin, he can morph his body parts to weapons, as well as shoot crystal bullets." I said as I dialed up my Omnitrix and transformed into Four Arms.

Gwen: "Whoa! That's Four Arms right?" Gwen asked.

Four Arms: "Yep! A Tertamand from the planet Khoros. This alien is all muscle to put it simply." I said flexing my four muscular arms. "Now with that done, let's take down that rusty pile of bolts."

(Later)

People were screaming as the giant robot began its rampage. When we got there I noticed that was one of Vilgax's bots.

Diamondhead: "Looks like papa robot this time. We'll get gearhead's attention. You get the campers to safety." Ben said as I cracked my knuckles.

Four Arms: "Time to send this bug guy back to the junkyard." I said as me and Ben ran off to the robot whole Gwen and Max ran to help the campers.

The robot picked up a ranger who began to scream for his life.

Diamondhead: "Leave him alone!" Ben said as the robot looked at me and Ben.

Four Arms: "Wanna pick on someone? Try is on for size." I said as the robot scanned us and noticed we both had an Omnitrix symbol and began dropped the ranger and blasted a laser at us. The robot scutlled off, but Ben cut his way out of the rubble while I listed away the debris off me.

Four Arms: "I have an idea Ben." I said whispering to Ben my plan. Gwen and Max helped the ranger the robot dropped.

Max: "What's going on here?" Max asked the ranger.

Ranger: "You wouldn't believe me if I told you. Now come on." The ranger said as he ran off to help Gwen and Max round up the other campers. Me and Ben were still fighting the robot. Suddenly a tree was about to fall on Gwen, but luckliy I was there to stop its descent as I used my four muscular arms to catch it.

Four Arms: "You alright there red?" I asked as Gwen nodded.

Gwen: "Yeah. Thanks." Gwen said as she ran off to Max as I gently dropped the tree. I then ran back to the fray as I nodded to Ben, signaling him to start. Ben then summoned a large crystal spike from the ground, skewering it leaving a whole for me to enter it. I jumped into the whole and transformed into Grey Matter.

Grey Matter: "Okay. The robots engine has to be somewhere I in its head. Got make this quick." I said in a high pitched voice as I made my way to the robots he'd, and found what I was looking for.

Grey Matter: "Bingo!" I said as I used my enhanced IQ to mess with the robots circuits before making it shut down. I then went diamond head to cut my way out before turning back to Four Arms.

Diamond: "Well done dude." Ben said patting my back.

Four Arms: "Yep. Nothing Grey Matter couldn't handle." I said as Gwen and Max cheered us from a near by.

Max: "Alright! Way to go Ben..." Max said as a group of people liked at him "Uh Diamondhead and Four Arms!" Max said correcting himself to not give away our identities.

Diamondhead: "Oh, yeah! Who's bad?" Ben said as I flexed my four arms.

Four Arms: "Well, looks like we gotta run." I said as Ben and I ran off back to our campsite.

Man: "Who were those guys?" A man asked as the other people shrugged.

***In space***

Vilgax: "Failure? Unbelievable! " Viglax said in a fit of rage. "Though this Intel is interesting. The Omnitrix has divided itself in two and attached itself to two wielders. And one of them seems to know a bit about many of the alien forms stored with in them." Vilgax said in interest.

Robot: "Indeed. I never expected the Omnitrix would split in two and attach to two wielders." The robot said.

Vilgax: "Yes. Once I eradicate the two earthlings, I'll have two Omnitrixes albeit my disposal. Its two for the price of one." Vilgax said sinisterly.

***at the camp site***

We were packing things up, but Ben seemed to be nowhere in sight.

Gwen: "Where's Ben?" Gwen asked Max and me.

Max: "I haven't end him since breakfast." Max said as a blur suddenly appeared in a clowd of dust, only revealing it was Ben as XLR8.

XLR8: "Whoa! You weren't kidding when you say this guy is fast Dustin." Ben said as I nodded. Ben then used XLR8's speed to help finish loading everything into the RV before reverting back to normal.

Ben: "I think this is gonna be the best summer ever." Ben said as I nodded in agreement.

Dustin: "You and me both." I said with a smile.

Max: "Indeed. This is definitely going to be interesting." Max said he got into the RV.

Gwen: "So where were you any way?" Gwen asked Ben.

Ben: "Just had to take care of a few things before our summer really got rolling." Ben said as I had a knowing smile on his face.

(Meanwhile)

We see two boys, Cash and JT who are the bullies at Ben's school. Cash was a boy with black hair while JT was a slightly pudgy boy with brown curly hair and glasses.

Cash: "Dude, how'd we get up here?" Cash asked JT.

JT: "I'm not sure. It all happened so fast." JT said as we see that both boys were hanging on a tree branch by their underpants, with cars passing by.

Cash: "Hey, somebody, anybody! Little help up here, please!" Cash called out desperately.

* * *

 **Authors note**

 **Hey guys. So yeah, I'm currently remaking the chapters because, I was copying a story from DUMDZ, but only because I couldn't find any transcript sites of Ben 10. But not anymore. Now what I'm doing is I'm basically using app called DU Recorder, Google Play Movies & Shows. I basically use DU to record the episode on Google movies and shows, then take screenshots of every scene then put them on Microsoft Word and do my editing. I will be doing this before I get back to making more chapters for stories or new stories entirely.**

 **So I hope you like the remade chapters for this stories.**


	2. Animo Planet

**Chapter 2: Animo Planet**

It's me again. We had driven into Washington D.C., to look at the monuments and other cool American-related things there, but Ben and I were now in the process of a rescue. As in, a burning building style rescue.

Kid: "Mommy, I'm scared!"

Mom: "I know honey. Well find a way out."

They were huddled close, and the fire continued to get closer to them. The ceiling had started to fall on them, but it had stopped at the last second.

Heatblast Dustin: "Come with us if you want to live!" I was holding the ceiling up. Ben and I were both Heatblast.

Mom: "Didn't you two start the fire?!"

Kid: "A dude made of fire. Like the Human Torch! Only with rocks!"

Heatblast Ben: "No! Some other people started up that fire! Just come on!" I threw the ceiling aside, and we both took off down the hallway. The kid followed us, and the mom tried to stop him, but failed, so she went with us.

Kid: "Now what?"

Heatblast Dustin: "This!" I absorbed the fire in our way to clear a path for us to get through, and we headed down the stairs, but they broke when we stepped on them.

Heatblast Ben: "Okay… Bad idea."

Mom: "BAD IDEA? We're going to be burned alive! And the stairs going out is just fine with you two?!"

Heatblast Dustin: "I have a new idea! Get closer to me!"

Kid: "Okay, Human Rocky-Torch!"

Mom: "You two better know what you're doing."

Heatblast Dustin: "We do!" I created a fire tornado around myself, and flew out of the building in it. When it dissipated, we were outside the building, where a firefighting crew already was, with some other people who had left the building.

Kid: "Thanks, Misters."

Heatblast Dustin: "No problem kid. All in a…" before I could finish Ben cut me off when he notice a gold card he was holding.

Heatblast Ben: "Ooh… Nice card, kid. Where'd you get it?"

Kid: "In a box of Sumo Smacks cereal. Why?"

Heatblast Dustin: "He's just curious. He's working working on the people-skills. Your Mom should know what I mean."

Mom: "Yes. I do."

Max: "Heatblasts!" Max had pulled up the RV right in front of us.

Heatblast Dustin: "Hey guys!"

Gwen: "The fire is just a diversion! The real crooks are getting away!" I transformed into XLR8.

XLR8: "What are we waiting for then?" I took off towards the direction the RV was facing.

Heatblast Ben: "Lets go get 'em!"

Gwen: "Why don't they ever wait for us?"

Max: "I can't blame them. The want to do a good job. This is only their second day." He had the RV on at top speed with the boosters, and they could just see me in view.

Ben and I saw the getaway van in view. One of the crooks looked into his mirror, and saw us.

Crook #1: "Hey, Lenny! We got a dinosaur and a flaming guy on our tail! Shoot 'em down!"

Lenny: "Why do I always have to shoot at people?" He got out of the car with a gun, and started shooting at us. I dodged each bullet, jumped, landed on top of the van, and became Diamondhead.

Lenny: "What the crap?" He kept shooting at me. Each bullet bounced off my face.

Diamondhead: "Does the word diamond mean anything to you, buddy?" I then punched him in the face. He crawled back in to the car, holding his nose, dropping the gun at the same time. I became Grey Matter, then crawled in to the open window.

Crook: "What the hell happened, Lenny?"

Lenny: "A diamond guy punched me, boss!"

Crook: "Dinosaurs, flaming men, diamond men, what's next?"

I became Wildmutt, dropped into the seat, and started a fight in the van. Random cursing and roars could be heard, along with some punching, biting and slashing noises. The van ran into a street light, knocking the light on top of the van, stopping it completely. The RV pulled up right along-side the van. Gwen and Max left the RV, and saw a bit of what was happening inside. Ben returned to human again and went with them.

Ben: "Get 'em, Wildmutt! Woo-hoo, yeah!"

Gwen: "Show 'em who's boss!" They were thrown out of the car as Gwen finished her sentence. Lenny was a blond guy, skinny looking, and had on a black shirt. The other dude looked kinda strong, but had the black shirt, black pants, and black beanie.

Lenny: "Nice doggy…"

Wildmutt: "GRRRRRRRR…."

Crook: "Lenny, we'd better run. NOW!" He took off, with Lenny following close behind.

Ben: "Stop them!"

I became Ghostfreak and towards them. Of course when they saw me they were terrified..

Lenny: "The hell is that…"

Ghostfreak: "There's nowhere left for you to run, boys."

The crook pulled out his pistol, but became intangible, flew towards him, and grabbed it.

Crook: "Hey!"

Lenny: "What do we do now?"

Crook: "We fight! Hand to hand!"

Ghostfreak (while dropping the pistol): "Hand to hand you say? That's hardly fair."

Lenny: "You're going down now, Casper!" I became Four Arms as soon as Lenny finished his sentence.

Four Arms: "Now, it's fair!" Lenny and his boss took off running and screaming. It turns out; police cars were there, holding up a perimeter.

Officer: "You have the right to remain silent! Anything you say can and will be used against you in a court of law!" Another officer went up to me.

Officer #2: "You helped us finally catch Lenny Baxter and Rex Garrison. How can we repay you?"

Four Arms: "No need fellas. All in a days work, officers."

The officers had both Rex and Lenny in handcuffs, shoved them in the police cars, and took off.

Four Arms: "Another day, another crook stopped."

Gwen: "Wow! You handled those guys without any trouble!" I transformed back to normal form.

Dustin: "Like I said, all in a days work." I did a thumbs up as I said it.

Max: "That was just a group of common criminals. One day, you and Ben will face tougher odds. Don't underestimate them, and don't overestimate yourselves."

Ben: "We're invincible, come on!"

Dustin: "I wouldn't say invincible, but we are pretty damn awesome."

Gwen: "For sure, Dustin." She had her usual smile whenever she was around me.

Dustin: "And… I kinda want to eat now."

Max: "Good. I'm planning to make octopus legs for dinner tomorrow."

Dustin: "Octopus legs?"

Ben: "NO! Not that!"

Gwen: "Please Grandpa!"

Max: "Just try it, alright? It's not going to kill you all."

Dustin: "As long as they're cooked and not raw." I ran into the RV, opened up the fridge, got a hot dog, and became Heatblast. I cooked it up, and it only took one ember to fully cook it.

Ben: "One snap of the finger is all it takes to make a hot dog?!"

Heatblast: "Yep. Who else wants some?"

Max: "I've never had a hot dog made by a Pyronite before. I'll give it a shot."

Gwen: "Me too!"

Ben: "Me three!"

Heatblast: "I'll keep 'em coming, guys." I made three more hot dogs the same way, and we sat down at the table inside the RV, with as usual, Gwen sitting next to me, and Ben sitting next to Max.

Dustin: "Alright, then… Let's chow down." I took the first bite. My eyes widened.

Dustin (after swallowing): "This is the best hot dog I've ever had!"

Gwen, Ben, and Max had a bite, and they shared similar feelings. We finished up our dogs, and I was greatly congratulated, which I blushed in modesty.

Dustin: "Oh, come on, guys. All I did was use Heatblast to cook a bunch of hotdogs. Nothing special"

Ben: "Come on dude. You deserve the cooking award of the year!"

Gwen: "You should do all of the cooking, Dustin!"

Dustin: "It was just an experiment, and I must say… I'm pleased with the results."

Max: "I agree, but there is no way he's doing all the cooking."

Dustin: "Of course, Max."

Ben and Gwen: "Aww… but Grandpa…"

Max: "No. You kids need to have other tastes then regular food. Trust me. It helps in the long run."

Ben: "As being a Plumber."

Max: "And this is one of the few Plumber units still in operation."

Gwen: "But Dustin, Ben, and I are honorary, remember?"

Max: "If you want to be a full-fledged Plumber, consider this an initiation."

Dustin: "Initiation. I'm in."

Ben: "You actually want to eat that stuff?"

Dustin: "If I become a full-fledged Plumber, then, yes!" ' _I also want to gain his full respect as a Plumber superior._ '

Max: "It's settled, then. The initiation for you kids is eat my 'disgusting'(while moving his front and middle fingers together as he said the word) food."

Gwen: "Um, I'm better as an honorary Plumber."

Ben: "Me, too, Grandpa."

Max: "Okay. But you don't know what you're missing out on."

Dustin: "I'm gonna turn in for the night. See you guys in the morning."

Ben, Gwen and Max: "Good Night."

Ben went to the rear of the RV, Max pulled out his hammock, and set it up over the table, and got in it. I got on the couch again, and fell deep asleep right away.

Gwen: "Good night, big bro." She hugged me after she said it, and then headed off to the rear to get her bunk. I couldn't help but feel heart warmed by that

In an apartment complex further away…

There was a dark house, filled with cages of animals, hollering to escape from them. There was also a green-skinned man with long white hair, wearing a white undershirt working on a helmet with bug-like antennae on it.

Man: "At last… my final touches to my creation will be completed."

A door opened up, and a voice was heard.

Voice: "Mr. Animo? I need to speak to you about your rent."

Animo: "That's DR. Animo!"

The person appeared to be a brown haired, kind of short man in a suit and tie.

Short man: "I am your landlord. It's my duty to accept your payments on your apartment. Your rent is way past overdue, Doctor."

Dr. Animo: "No… all of my money was put into my research."

Landlord: "I have no choice then to evict you from the premises."

Dr. Animo: "Which is now complete! My invention is the Transmodulator! It can rearrange and reanimate a creature's DNA!"

Landlord: "HA! That's rich, Doctor, but not rich enough to save you from eviction."

Dr. Animo: "Allow me to demonstrate!" He grabbed a normal frog, and by turning a dial on his helmet, a beam of light hit the frog. It grew to 15 times its size, grew extra eyes, and horns. Dr. Animo was also riding on it.

Landlord: "No… It isn't real!"

Dr. Animo: "It's real alright! Now my Frog! Devour him!" There was nothing left of the landlord after the frog just quickly slurped him up, while he screamed a bloodcurdling scream.

Dr. Animo: "Now that that annoying as all hell nuisance is out of the way, I can move to dominate the world with my reconfigured creatures! But, there is still one missing component to my device…"

A TV commercial interrupts his contemplation.

TV: "Get all of your electronic supplies, and what other needs, at the Mega-Mart! We have low prices on everything today!"

Dr. Animo: "Well, that's convenient. Just what the doctor ordered."

At the Mega-Mart…

The Mega-Mart was a Mega Mart. It was huge, and had absolutely everything you could imagine! Even video games, DVDs, cameras, toys, all that stuff. Me and Ben were in the cereal aisle.

Ben: "Okay, Dustin, remember that kid we saved from the burning building last night?"

Dustin: "Yeah? Why?"

Ben: "Go Grey Matter, and get a Gold Sumo Slammer card from the Sumo Smacks boxes."

Dustin: "Are you out of your freakin' mind? There's no way I'm going in that box just to get you a cardboard cutout."

Ben: "Please…"

Dustin: "No! And if I do… You'll keep asking me to get stuff for you. Not gonna do it."

Ben: "How about just this once?"

Dustin: "Not a snowball's chance in hell buddy! Last time I'm saying it." I crossed my arms, and walked away from him.

Ben: "Hmm. I guess I'll just do it myself." He dialed his Omnitrix and transformed into Grey Matter.

Grey Matter: "Now to get the prize."

Ben crawled into the box and went for his search. Meanwhile I went with Gwen to see what DVDs the had.

Dustin: " Aww sweet. Good to see some classics. Austin Powers, Pokémon the first movie, Scary Movie? I'm surprised all others exist here.

Gwen: "I always liked Disney films."

Dustin: "Well when I was a little kid the Lion King was my all time favorite. I remember crying when Mufasa was killed by Scar."

Gwen: "Hey. Have you seen Ben anywhere?" I then remembered Ben wanting that gold card and regretting on leading him alone.

Dustin: "Crap. We better make sure he's not causing trouble." Me and Gwen went into the cereal isle and noticed there were boxes everywhere. Just what I feared.

Ben as Grey Matter noticed us and he new he was I'm some deep shit.

Dustin: "Ben? What the hell!?"

Grey Matter: "Eh-heh! Hey guys. How the weather up there." Ben said trying to look innocent but failed miserably.

Dustin: "I had a rotten feeling you would do something this stupid! Give me one good reason why I can't kick the ever-loving tar out of you!"

Grey Matter: "Because I'm your partner in hero business?"

Gwen: "Oh you are so busted."

Grey Matter: "Oh man…"

A few minutes later…

Max: "What!?"

Gwen: "Ben wouldn't stop tearing through the cereal boxes until he found the Gold Sumo Slammer Card, Sumo Slammer, did I say that right, Dustin?"

Dustin: "Damn straight." I said as I glared at Ben with a look of disappointment.

Gwen: "Anyway, he found it, and Dustin and I caught him right as he found it."

Max: "Ben, you get to have that card, AFTER the trip. I'll keep it until then."

Ben: "No fair!"

Gwen: "Life isn't fair. Get used to it, dweeb!"

Dustin: "I said great power comes great responsibility. Yet you used that watch for your own gain!"

Suddenly a large boom noise came from the electronics side of the store.

Dr. Animo was on his giant frog.

Clerk: "Who-who are you?"

Dr, Animo: "I'm the world famous- Dr. Animo!"

Dustin: "It's time to go hero. Ben get ready."

Ben: "Right" Ben said activation his Omnitrix.

Max smiled at that, and I hit the Omnitrix 2.0 to become Four Arms while Ben used became Diamondhead.

Four Arms: "Let's take him down."

Diamondhead: "Took the words right out of my mouth."

Max: "Gwen, let's go." They ran off to further into the store to get people to safety.

Diamondhead: "Hey! Freak on the frog!"

Dr. Animo: "Who DARES insult my greatness?"

Four Arms: "Us."

Dr. Animo: "You two? A four armed redskin and diamond humanoid?"

Diamondhead: "Exactly, bub. Just leave here peacefully, and the frog doesn't get beaten down to a tadpole."

Dr. Animo: "Attack!" He jumped off of the frog, and the frog jumped towards me. Ben caught it, but could barely lift it, punched its gut to throw it off. Ben's hands became spiked, and he started shooting diamond shards at it. The frog recovered, and jumped up into the air. It landed on top of an aisle, and shot out it's tongue towards Ben, but I pushed him out the way and it latched on to me.

Four Arms: "Uh oh." It pulled me in to its belly. I grabbed onto its lips, but since it was slippery, it didn't do anything.

Gwen turned around quickly enough to see me.

Gwen: "Dustin! **NO!** " She screamed, thinking I was killed. The frog then started coughing out smoke.

Diamondhead: "What's up with the frog?"

Max: "It's… coughing smoke?" After a few more coughs of smoke, it finally breathed out some embers. Then it breathed out a flamethrower, and spit out Heatblast.

Heatblast: "Ugh… Frog slobber…"

Gwen: "Dustin! You're alive!"

Diamondhead: "You saved me dude."

Heatblast: "Yeah. Despite that stunt you pulled, your still my buddy."

Gwen: "Now's not the time for a love fest! Kill that frog!"

Heatblast: "That's what I was going to do." I threw fireballs at the frog while it was stunned, and it felt pain at getting hit by each fireball.

Dr. Animo was walking through the electronics section, and found a dial. He put it on his helmet, and screwed it on.

Dr. Animo: "At last… I can reanimate dead creatures."

The Frog had enough fireballs, and hopped away.

Heatblast: "Hey! I'm not through with you yet!" I became XLR8, zoomed up to it, jumped, and landed, but could not hold on. I fell off. The frog stopped hopping away, and tried to body slam me. I became Four Arms, and caught it, threw it behind me, and stood up.

Four Arms: "You are really starting to annoy me, giant pollywog."

The frog jumped again. I became Ghostfreak, became intangible, and it missed me all together. It looked around for me, and I put one hand into the side of its head, and it started croaking loudly. Ben reverted back to normal.

Ben: "What did you do?"

Ghostfreak: "Messed with its brain." The frog lied dead in front of me.

Ghostfreak: "My first kill. I think I think I'm gonna be sick…" I said as felt uneasy. I was never a killer, especially when it comes to animals.

Dr. Animo had found his frog lying dead. He had gone to the pet section, and used the Transmodulator to transform a hamster and a parakeet into giant versions of themselves.

Dr. Animo: "I must continue on to my goal! Away, my pet!" The parakeet flew off, and the hamster ran for Gwen.

Gwen: " **AAAAHHHH!** " I became Four Arms, and rammed it with all my might. The hamster flew into a wall.

Gwen: "Thanks, Dustin."

Four Arms: "It's what heroes do, Gwen." It got up, and growled at me.

Max: "We'll let you deal with the hamster. Ben, Gwen, let's go."

Ben: "Okay."

Gwen: "Okay…" They ran towards the front of the Mega-Mart to follow Dr. Animo. They got into the RV right after they left the store.

Ben: "So… If we catch up to him, then what?"

Max: "We're only going to track him down."

Gwen: "Got it."

The hamster was still growling. It pounced, and I slammed it up into the ceiling. It fell back down, and looked very rattled. I then pounced on it after becoming Wildmutt, and started savagely slashing it apart. The hamster had died after I slashed its chest open.

Wildmutt: " **RRRRROOOOOOOOAAAAAAARRRRRRR!** "

One of the clerks was still there, and he looked petrified at seeing me.

Clerk: "What are you? Some sort of freak?"

I became XLR8 after he said freak.

Skid Mark: "Maybe. Maybe not." I ran out, and followed the RV from the side.

Max: "XLR8!"

XLR8: "Now what?"

Max: "We follow Dr. Animo! He's headed more into the capitol!"

: "I'll get him, Max." I sped ahead, and saw his parakeet. I then became Heatblast, and launched myself up into the air like a rocket, and tackled the parakeet from below. It shook a lot, and Animo nearly fell off. I became Stinkfly immediately after, and tackled the parakeet again.

Dr. Animo: "You little pest!"

Stinkfly: "Pest? I'll show you pest!" I blew goop into his face. He was blinded, and the parakeet started squawking. It tackled me, and I fell down further. I then became Four Arms to cushion the blow, and jumped up to try and grab the parakeet. Animo had already wiped the goop off his face, and got the bird to speed up. I missed it, and before I hit the ground again, I heatblast and used propulsion to avoid falling. I was about to shoot flames at it, when the RV rolled right near me.

Ben: "Hold on! Grandpa knows where he's going! We'll get him there!"

Heatblast: "Where's that?"

Max: "The Natural History Museum here."

Heatblast: "Wow. I'm in Washington D.C. already?" I noticed the Washington Monument sticking up in the sky, and some people looking on at me.

Gwen: "Yeah. We are. Get in."

She opened the door for me. I became normal, and ran in to the RV.

Max: "Now, we're at the museum. Let's stop Animo here, and now."

We all exited the RV. I became XLR8.

XLR8: "Time to kick some tail!"

Gwen: "Ugh…"

XLR8: "Aw come on! Kick some tail! It was good!"

Max: "Not now, okay?"

Ben used his Omnitrix and transformed into Four Arms.

I ran in with Ben not too far behind, and we immediately started searching for Animo. Gwen and Max stayed together, and also searched for Animo. His parakeet found them, and they freaked out. But Gwen saw a stick, picked it up, and spun it around. The parakeet squawked, and rushed in. Gwen used the stick like a bo staff, twirling it around, hitting it at all sorts of points on the bird's body. It freaked out, and left.

Max: "Nice…"

Gwen: "Dustin and Ben ain't the only ones with skills to show off."

Max: "Let's go find them."

Gwen: "Well Animo wasn't with his bird. Oh no!" She immediately took off running.

Max: "Wait! It could be a trap, Gwen!"

Dr. Animo was near the statue of a Mammoth. He was setting up his ray, and we found him.

XLR8: "The jigs up, Animo!"

Dr. Animo (turning): "Ah, my shape-shifting friends. How are we doing tonight?"

XLR8: "Stay away from the Mammoth, or feel my supersonic wrath!"

Four Arms: And I'll give you the beat down of a lifetime.

Dr. Animo: "This device can not only change the DNA structure of animals, but it can also reanimate them!"

XLR8: "No way!" Animo turned on the ray, and the mammoth attacked. I became Diamondhead immediately, and shoved my fist into the ground. Diamond started to come out of the ground, and stopped the Mammoth in its tracks. Animo was already taking off, though. I proceeded after him, but the mammoth tackled me, and I knocked over some caveman display.

Diamondhead: "You wanna wrestle, huh, big guy?" Then I switched to Four Arms and Ben as Four Arms cracked his four knuckles.

Four Arms Ben and Four Arms Dustin: "Then let's wrestle!" I charged towards the mammoth, and it charged at me. Ben punched it with two arms, and it went sailing through the air, and went right through a wall. It stood up slowly, but I already grabbed its trunk, and spun around like a tornado, until I let go of it, and it crashed through another wall, and couldn't stand up again. I became Wildmutt, and started running off in the direction of Animo's scent.

Gwen: "Dustin! Ben!"

Dr. Animo: "I'm sure my mammoth has already gotten them."

Wildmutt: " **RRROOOAAARRR!** " I busted in through a wall after unrolling from a ball-like form, and Ben as Four Arms ran at top speed towards Animo. Unfortunately, he failed to notice a giant tail sweep him away.

Max: "What the…" A T-Rex interrupted him before he finished his sentence.

Animo: "Now, the most vicious predator of all time is working for me!"

Gwen: "I'm not going to let you win, Animo!" She entered a karate stance, and readied her bo staff.

Four Arms: "Gwen! Are you crazy!?"

Max: "It's too dangerous!"

Gwen: "Bring it, Dr. Freakamo!"

Dr. Animo: "You dare to insult me! T-Rex! Crush her!"

She was getting ready, when suddenly, Animo was thrown off of the T-Rex. The T-Rex was also about to eat Gwen, when suddenly, she was floating in the air.

Four Arms: "What just happened?"

Max: "Ghostfreak."

Ghostfreak (after becoming visible again): "You bet, Max!"

Gwen: "You did it, again."

Ghostfreak: "That was totally stupid! You could have died if I wasn't here!"

Gwen: "Remember? 100% of the way. Like I said, you help me, and I help you."

Ghostfreak: "You're that devoted aren't you?"

Gwen: "I don't know why either. I just am."

Ghostfreak: "Okay. But I'll take it from here."

Dr. Animo: "How cute. T-Rex! Come to me!" It did exactly as it was told, and he directed it to ram down a wall.

Ghostfreak: "I'll go after him!"

Gwen: "While we tracked him down, I got info on him. He's a demented doctor that tried to get an award, but got insane when he didn't get it. Now, he' s trying to get it from the guy that got that award. Make sure he doesn't get hurt."

Ghostfreak: "He won't. Not as long as I'm on patrol." I turned invisible, and flew towards Animo's direction.

Max: "Gwen. We need to get on the RV." Four Arms got up and reverted back to Ben.

Ben: "Come on!"

She immediately rushed over, headed out the museum to where they parked the RV, and they drove out.

At a 'Dr. Kelly's residence'…

Dr. Kelly, the man who won the award Dr. Animo wanted, was having friends over to show his awards to them.

Dr. Kelly: "And this is my genetics award. It was very good to even be nominated to this with many prestigious scientists wanting it."

Animo had just then burst through the house.

Dr. Animo: "You have something that belongs to me, Dr. Kelly!"

Dr. Kelly: "Dr. Animo? The insane one?"

Dr. Animo: "I AM NOT INSANE! I deserve that award! Give it to me! Now!"

Dr. Kelly: "Um, okay. If you promise not to destroy my house anymore."

Creepy voice: "That will not be necessary…"

Dr. Kelly: "Who was that?"

I materialized in front of Animo. He screamed. I laughed a lot at this.

Dr. Animo: "What?! You dare laugh at my excellence!?"

Ghostfreak: "If you mean the excellence of looking at that priceless expression, then yes!"

Dr. Animo: "Attack!" The T-Rex ate me, but I phased through his jaws.

Ghostfreak: "Is that all you got?"

Dr. Animo fired his ray at me, but I dodged it, and turned invisible again. He looked around for me, and he felt his helmet float off his head.

Dr. Animo: "Hey! Give that back!"

Ghostfreak: "I don't think so…" It was floating around him, and he tried frantically to grab it, but every effort failed. "Hope you can catch well!" I yelled after a few minutes. I threw the Transmodulator at the ground, and it cracked. The T-Rex became a Skeleton again, the mammoth became a statue again, and the parakeet was a normal parakeet.

Dr, Animo: "No! My Transmodulator!" I reappeared in front of him.

Ghostfreak: "Oops. I'm sorry. Did I throw it too hard?"

Dr. Animo: "You insolent…"

Ghostfreak: "IF YOU KNOW WHAT I REALLY AM… YOU WILL STAY SILENT!"

Dr. Animo: " Really?"

Ghostfreak: "You don't know the true meaning of the word 'FEAR…'"

The police arrived. Through the destroyed front yard.

Officer: "Thank you, ghost man."

Ghostfreak: "No problem. It was nothing amazingly hard…"

The RV pulled up.

Ben: "Aw… We missed it."

Ghostfreak: "Sorry Ben. I just couldn't help it."

Gwen: "You mind changing back now?" I did.

Dustin: "Oh god…"

Max: "What?"

Dustin: "That was weirder than when I normally use Ghostfreak…"

Max: "How exactly?"

Dustin: "He did everything. Not me… well, when I fought Animo here anyway." ' _I can't tell Ben this about Ghostfreak. I don't want to scare him.'_

Gwen: "Well, whatever happened, it saved the day."

Dr. Animo: "I am fear! I deserve the award! Give it to me now!"

The officers drove off.


	3. Release the Kraken!

**Chapter 3: Release the Kraken!**

It's me again. Yeah. Today, we were on our way to a fishing pier. Me, Gwen, and Ben were outside near a lake. We had our bathing suits on. I bought me a new one, since I didn't have one with me. But luckily I still had my wallet with me. It was lime green, and had black stripes down both sides. Ben had transformed into Ripjaws dived in.

Ben: "Ripjaws makes a perfect dive! All 10s! the crowd goes wild!"

Dustin: "Woo-hoo! You the man Ben!" I looked at Gwen after that.

Gwen: "Way to go, dweeb."

Dustin: "Can you ever just be nice to Ben?"

Ripjaws: "Yeah, Gwen. Lighten up."

Gwen: "Sorry. There are ugly fish there. And I do mean him."

Dustin: "Come on Gwen. Could you go tomorrow without insulting him just once?"

Gwen: "I don't know… Not really."

Kyle: "Then I'll just have to noogie ya." I said as I noggied her. She eventually gave in.

Gwen: "Alright. Alright."

Dustin: "Now it's time for Four Arms to dive!" I dialed his silhouette on it, and pressed down.

Gwen: "Take cover!" As Four Arms, I ran up, then jumped right before I got to the lake.

Ripjaws: "OH MAN!" He was swimming away as fast as he could.

Four Arms: "Cowabunga!" I wrapped myself up, and I made a huge splash. It blew Ben right out of the water, and into Gwen as she was running. Luckily Ben's Omnitrix timed out as he landed.

Gwen: "Get off!"

Ben: "I don't know…" I pulled my head out of the water, and was covered in seaweed.

Four Arms: "Ahh! That hits the spot. That was a 'seismic' splash. Woo-hoo!"

Gwen: "Oh… That was perfect!"

Ben: "Wait… Lake Monster!"

Gwen: "AHHHH!" They ran into the RV.

Four Arms: "What's the problem?" I was about to come out, but something grabbed my leg, and pulled me in. It looked like a sea monster pulled me in. It had huge jaws, and was massive. I couldn't hold my breath as Four Arms, so I went Ripjaws, and bit what it wrapped around. It roared, and whipped me with a tentacle of some sort, right where my Omnitrix symbol was. It glowed yellow, while I flew out of the water, and landed on top of the RV.

Ripjaws: "That was a wild ride…" Max opened the door, and was holding a baseball bat.

Max: "Who's out there?" I slid down from the top of the RV.

Ripjaws: "Max its me man!" I said as I reverted to normal. The Omnitrix was now yellow instead of its usual green, and then, a new shadow appeared in it. It was shaped like a lizard, but had two tentacles coming out of its head.

Max: "Oops. Sorry there Dustin!"

Dusti: "Hey no problem!"

Gwen: "What the heck was that?"

Ben: "Don't know. You know what that thing was, Dustin?" I just shrugged. I knew exactly what it was but I didn't want to spoil them.

Max: "We'll worry about that later." We immediately got to the RV.

The next day…

I woke up to the smell of food.

Kyle: "Huh?" The Omnitrix had the shadow on it. ' _Wait. Is that what I think it is?_ ' I thought to myself.

Max: "Morning there sport."

Kyle: "Morning to you there Max."

Ben: "Hey! Never seen this one before." Ben said as he showed me the same symbol on my Omnitrix.

Kyle: "Wait. You got the same new alien as me?"

Ben: "You got it to eh?"

Kyle: "Yeah. I guess its that thong that attacked me yesterday. Maye our Omnitrixes are linked somehow. Anyway, what's breakfast?"

Max: "Flodderworms."

Ben and Gwen: "EWW!"

Kyle: "Sweet." I had some while still sitting on the couch. "Mmm… Not half-bad."

Ben: "He has taste-buds of steel."

Kyle: "No. I have taste buds made out of Omnitrix." I showed it to him. The shadow was still displayed.

Gwen: "A new alien? When'd he get there?"

Dustin: "Oh, this? It appeared the time that lake monster threw me on the top of the RV."

Ben: "Yeah. I have the same thing? Do you suppose it could be the same lake monster that attacked you?"

Max: "A lake monster?"

Dustin: "It was something! I remember the symbol on Ripjaws' shoulder going yellow when it was hit really hard by that thing."

Max: "I guess the Omnitrix absorbs new DNA if it has been struck at by a new species."

Dustin: "And this thing was huge!"

Gwen: "Maybe you and Ben shouldn't use that form. Even you don't know what it is."

Dustin: "I know…" I pressed the button, and the faceplate went down, showing no shadows at all. 'Oh I know exactly what that thing is. But I don't know when to use it though.'

On Vilgax's ship

Robot: "Oh. This is new."

Vilgax: "What?"

Robot: "The Omnitrix has absorbed another DNA sample."

Vilgax: "Bringing the count to 1,000,904."

Robot: "And this one seems formidable."

Vilgax: "Don't send anything down yet. I wish to see it in action first…"

Robot: "Of course."

Back down with us

We headed into a pier, because Max chartered a boat from a guy named Shaw. I was looking at the Omnitrix, pondering on how it was even possible for the Omnitrix to absorb ot.

Gwen: "What's wrong?"

Dustin: "I'm trying to think about what it can do. It's obviously a water alien, and is huge, so it's pretty strong, but I don't know anything else."

Dustin: "I got a name for it."

Like: "Okay. What?"

Ben: "Nessy."

Dustin: "Nessy? This isn't Scotland."

Gwen: "Yeah. It isn't."

Dustin: "How about Hydrosaur."

Ben: "Whatasaur?"

Dustin: "Hydrosaur. Hydro is Latin for water. And this thing kinda looks somewhat like a dinosaur. So it fits.

Ben: "I'll call mine Nessy."

Dustin: "Do what you wanna do Ben, but I'm sticking to Hydrosaur."

Max: "Kids! Ready to start?"

Gwen: "Yeah!"

Dustin: "What're we doing anyway, Max?"

Max: "We're going on a fishing trip."

Kyle: "Fishing? Sweet. Haven't been fishing in a while."

Ben: "I'm in."

Gwen: "Count me out. I'll wait here."

Dustin: "Aww what?"

Ben: "The worms…"

Dustin: "Oh. Seeya then, Gwen."

Gwen: "Okay." Max, Ben, and I got on the boat, and saw an older looking guy, but clearly still able to see and walk well enough.

Max: "Are you Captain Shaw?"

Man: "Yes I am, sir."

Max: "We're the Tennysons, and we chartered your boat for some fishing today."

Shaw: "Very well. Let's go." He seemed alright. We all put on lifejackets before the boat started, and we went out into the lake. I kept a very close watch on the surface of the water for bubbles. Max was fishing out, and Ben was just lying back in the sun.

Shaw: "You okay, boy?" Me and Ben looked up at him.

Shaw: "The one with the glasses."

Dustin: "Yes sir. Just watching for that lake monster that got me last night."

Shaw: "You met the Krakkn and lived?"

Dustin: "The Kraken?"

Shaw: "I commend your bravery, boy. I'm proud to have you aboard my ship."

Kyle: "Thanks. You've met it and lived, too?"

Shaw: "Aye. I can take you to where I met her."

Kyle: "It's a girl?" Not that I didn't now that already. Still playing naïve.

Shaw: "'Tis true."

Max: "I got a bite!" He reeled it in, and it was a pretty decent sized fish. He put it in a bucket.

Shaw: "Max. You want to go out further?"

Max: "Okay. No problem. He pulled the lure out, and lied back like Ben was doing. I kept my eyes on the water at all times.

Shaw: "Be wise, lad. We could run into it at any given time."

Dustin: "I know. But I'm ready for her this time."

I turned the dial to Hydrosaur, aka the Krakken.

Shaw: "So am I." He pulled out a harpoon gun.

Dustin: "Oh yeah." I admired the sharpness of the harpoon.

Shaw: "She's a beaut, ain't she?"

Dustin: "If I ever saw one, ."

Shaw: "Captain Shaw."

Dustin: "Captain Shaw. Excuse my rudeness." I said with a looking embarrassed.

Shaw: "Whatever." He stopped, and Max put the reel back out. Ben put his out, and I kept an eye on the water, and my hand on the Omnitrix, ready to go Hydrosaur whenever she showed up.

15 minutes later…

Dustin: "This is getting boring. I'll just look for it myself." I turned the dial to Ripjaws, and was about to slap it down, when we heard a Megaphone.

Megaphone: "Leave this lake now! It is under the protection of the government for underwater studies!"

I was startled, and turned it off again.

Shaw: "What gives?"

Dustin: "Yeah."

Guy with megaphone: "I am Jonah Melville! This section of the lake is being used to study the fishes. Evacuate all boats currently out in the water."

Dustin: "No. We can't, Jonah."

Jonah (removing the Megaphone): "Why?"

Dustin: "We have to get the Krakken."

Jonah laughed, and some of his crewmates also laughed with him.

Dustin: "Hey! I'm serious!"

Shaw: "Yes. He is. I've seen it meself."

Jonah: "We've looked everywhere in this lake, and we have never seen a Krakken, or anything even slightly resembling it. Trust me. The water is completely safe."

Dustin: "It isn't! You'll all be eaten alive!"

Shaw: "Let those fish-huggers have their way."

Dustin: "But…" He winked at me, and I smiled, and nodded.

Max: "At least Ben and I caught some decent amount of fish."

Shaw: "25. Must really be bitin'."

Jonah: "And you should be bitin' land. Now."

Dustin: "Fine." We were about to start heading back, and the other people on fishing boats were preparing to leave, when… the Krakken actually showed up. Many boats were overturned. It roared loudly.

Ben: "Oh no! Dustin!"

Kyle: "I know Ben! Goin' XLR8!" I became him, then jumped on the water, and ran right over it. I grabbed two people at a time, and got them all back to land, when I noticed that the Krakken was starting to attack Jonah's boat.

Dustin: "Oh man!" I became Heatblast, launched myself up, on a column of fire like a surfboard, and started throwing fireballs at it. It turned to see me doing it, and whapped me with a tentacle on its head. I became Ripjaws so I'd land safely, and bit on the Krakken's front leg, and it flailed around. I latched on to its body, and started biting, but, it actually flung me off after it shook its whole body around. I went XLR8 again, ran onto Jonah's boat, because the Krakken was still going for it, and I kicked its face over and over again. The Krakken backed off, and dove back underwater as a result of it.

Jonah: "Whoo. That was a close one. You were right about the Krakken."

XLR8: "What was in those boxes that made the Krakken attack them you guys instead of the other people?"

Crewmate: "Our lunch."

XLR8: "What? It tried to kill you for sandwiches? You think there's enough fish in the sea."

Jonah: "Yes. And we're Friends of Fish. That's the organization me and my crewmates here are apart of."

XLR8: "I have an idea. I'd like to request clearance to hunt the Krakken down, and kill it. For good. You can then do your studies in peace."

Jonah: "I can't do that, kid."

XLR8: "Why not? I'm a superhero."

Jonah: "Still, this is government business. It'd be hard to squeeze you in to the plans. You understand, right?"

XLR8: "Not totally. Look, I'll check in every once in a while to make sure the Krakken causes little trouble."

Jonah: "I understand, but…"

XLR8: "Fine. I'll go." I ran back to Shaw's boat, and we headed back. I reverted to normal.

Shaw: "Remember. We go out tonight. Okay, lad?"

Dustin: "Right, Captain." We left the boat, and waved bye to Shaw.

Gwen: "25?"

Max: "Really biting today. This is for dinner tonight."

Ben: "I thought that was octopus tentacles."

Max: "Fishes are the side-dish."

Kyle: "I can dig that. Plus its been a while since I had calamari."

Max: "Listen. Dustin."

Kyle: "Yes Max?"

Max: "I know you want to be the hero here, but, this one's gonna have to slip through your fingers."

Dustin: "Aw, come on!"

Max: "I don't like it either, but the government has sanctioned this area. We can't go off and just search without a CIA or FBI badge."

Dustin: "What about a Plumber's badge?"

Max: "Not this time. We are a Plumber unit on patrol, but we don't have a proper license."

Dustin: "Oh…so, Jonah's gonna have to deal with this on his own, then?"

Max: "As much as I regret to say it, yes."

Gwen: "But, Grandpa, he can't do it alone! And we can use its own powers against it!"

Ben: "Yeah, Grandpa!"

Max: 'I'm sorry, but not this time. We leave at daybreak tomorrow."

Dustin: "Can I at least say by to Shaw before I go?"

Max: "Yes, you may. Why?"

Dustin: "I kinda like the guy." I ran off towards his boat, where he was setting up his harpoon gun and scuba gear.

Shaw: "Hey, first-mate."

Dustin: "First-mate?"

Shaw: "You're my right hand man on this fishing trip."

Dustin: "Got it."

Shaw: "And we're going to need your fish form."

Dustin: "I know. I'm ready to back you up any time, man."

He set the boat out, and we got to the same point where Jonah stopped us the first time. Shaw had his scuba gear on, and his harpoon gun. I became Ripjaws for him.

Ripjaws: "Ready, Captain?"

Shaw: "What're we waiting fer?" We dived down into the water. I used Ripjaws' power to turn his legs into a giant fish tail. It looked beautiful. Fishes swimming everywhere, some lake-floor rocks, and a sunken boat was also there.

Ripjaws: "Underwater's a beaut, ain't she?" Shaw nodded. I knew he couldn't talk through the Scuba gear, so I knew why he did that.

Shaw pointed to some orange spheres. I nodded, and swam to them.

Ripjaws: "Eggs. I think." I picked it up, then heard a roar. The Krakken came out from under the boat wreckage. Shaw fired his harpoon, but it failed. She head-butted Shaw, and I bit one of the tentacles on her face. She flung me off. Shaw swam for cover, and I knew he had to, because without his harpoon, he really wasn't too much. I tried to scratch at it's eye, but it whipped me away with its tentacles again.

Ripjaws: "Well… This is gonna be hard as Ripjaws. Going Hydrosaur!" I became the Hydrosaur, and roared at the real one.

Shaw looked in disbelief, but the difference between me and her was the Omnitrix symbol on my forehead. We had an underwater brawl that was noticeably epic. It went blow-for-blow. Until Shaw motioned for me to leave, because he noticed another boat heading towards his. I nodded, and swam towards him, then went Ripjaws. The Krakken chased after us, but I directed her into a rock, where she ran into, and stunned herself. We jumped back on to the boat, and found Jonah there.

Jonah: "I thought I said, no other boats but mine on this lake until the studies were done." His crewmates were each armed with a pistol. There were 5 of them.

Shaw: "We were trying to do you a favor."

Ripjaws: "Yeah, man! Lay off!"

Shaw: "Heh. You really believed my study story?"

Ripjaws: "Like you'd expect me to believe that crap. I know why you bastards are really here. Just to get the Kraken."

Jonah: "Very perceptive. Yes I am an auctioneer of endangered species. I believe in the Kraken alright, and now, I'm gonna kill her, and sell her for an amazingly high price!"

Ripjaws: "And if I'm not mistaken, those boxes contained her other eggs."

Jonah: "Well are you smart?" I became Diamondhead.

Diamondhead: "You're gonna die bastard!"

Jonah: "Get them!" His crewmates fired on me, but every bullet proved useless.

Jonah: "Impossible!"

Diamondhead: "Not if you're made of diamond, it isn't."

Shaw was trying to fight off some of the other crewmates with an oar, but one finally knocked him out, and took him with them. I was too busy fighting off some of the other guys, though to really notice. One set a bomb on the boat.

Diamondhead: "No! You're seriously going to blow this thing up?"

Jonah pushed a button, and the boat exploded. I was sent flying up, changed into Stinkfly, and went after his boat at top speed.

Crewmate: "He's still after us, sir!"

Jonah: "Shoot it!" they got a harpoon, and shot, but missed. I shot slime onto the boat, it stuck, and I pulled myself in like I was on a web strand.

Jonah: "No…" I then went Upgrade. I shot an eye beam, which knocked out some crewmates, and then grew spikes on my arms, stretched them out to 20 feet, and whipped them all around, knocking many of the others of the boat.

Upgrade: "Your time is up, Jonah! Stop what you're doing right now, and I promise not to kick your ass."

Jonah: "That would be good, but, I have other plans now." He pushed a button, which launched me, and the unconscious Shaw, up into the air. I went Stinkfly again, and flew back to land. Shaw woke up, and I became normal again.

Shaw: "What exactly happened?"

Dustin: "Jonah tried to kidnap you, and I saved you. And now, I have to get the Krakken's eggs back from them."

Shaw: "Her eggs? What's that got to do with this?"

Dustin: "She wouldn't be attacking if her 3 eggs weren't stolen. I'm gonna stop Jonah."

Shaw: "Let's go, then!"

Dustin: "Im sorry Captain, but they blew up your boat."

Shaw: "Fish-huggers!"

Max: "There you are, Dustin."

Dustin: "Max, Gwen, Ben, um…"

Max: "I know. We looked up Jonah Melville. He auctions endangered species to get money. And he'll get anything to make him rich."

Gwen: "You were right to be suspicious of him."

Ben: "Yeah. You figured it out before we did."

Dustin: "Actually, I always knew. I wanted you guys to find out for yourselves." Ben, Gwen and Max looked at me with disbelief.

Ben: "Seriously? Is that gonna be a thing?" I just simply nodded.

Dustin: "Anyway, I'm going to get us there."

Shaw: "We'll use my rowboat!"

Dustin: "I'm sorry Captain, but you're going to have to lay here for a while. Gwen, Ben, Max, and I can do it ourselves."

Shaw: "Well, give those fish-huggers a beating they won't forget." I got Hydrosaur's silhouette on when he finished his sentence. Ben activated his Omnitrix and had the same silhouette on his.

Dustin: "Don't worry, Shaw." Me and Ben hit the faceplates down, and became her. We roared, and got into the water. Max and Gwen hopped on my back, and we both swam off into the direction he went in, until we found a cannery.

Max: "There! Let's go in there." I sunk deeper down, so Jonah couldn't see us. They held on to my back and held their breath as I did it. I resurfaced under the cannery where a ladder was.

Gwen: "Cool!"

Max: "You two try to find the eggs. We'll clear out the place." Ben and I nodded, and submerged completely again. They finished climbing the ladder, when two guys blocked their path.

Max: "We have company."

Gwen entered a karate stance. They ran to attack them, but Gwen managed to stop them. Max threw them overboard.

Gwen: "I hope those two are doing okay."

Max: "Don't worry. I'm sure they got it under control"

Gwen: "Fingers crossed" she followed him.

Ben and I became Ripjaws, and started climbing up one of the wooden poles to the top floor. A guy spotted us.

Guard: "Hey! You're not supposed to be here!"

Ripjaws Dustin: "You're going down!" Ben went Wildmutt, and knocked him overboard. I went XLR8, and zoomed around at a faster speed.

Jonah was loading up the eggs onto a boat. He was in a mini-sub with arms, dropping them in. The Krakken showed up, and went berserk on him. He tried fighting it with missiles he installed in, but all they did was stun it. The others found Jonah doing it, after knocking down a few more idiotic guards.

Jonah: "Where's good help these days?"

XLR8: "Not here, that's for sure."

We both zoomed in.

Gwen: "Guys!"

XLR8: "She's pissed right now, huh?"

Max: "Pretty." I became Ripjaws.

Ripjaws: "I'm taking this underwater." I jumped, and got on the front of the sub.

Jonah: "You punk!"

Ripjaws: "Punk? Look who's talking!" He dropped the sub underwater, and shot out torpedoes. They exploded, and I was sent back a few inches. I then swam at him, and bit one of the arms off. He sent out an electric surge at me, and I jumped off, shrugging off the shock. The Krakken tail-whipped the sub, and it slammed into a rock wall, opening it up. Jonah swam out, and took out a knife to stab the Krakken, but the knife broke. The Krakken roared. I swam back up, and got its eggs back by knocking over the cargo on top of the boat. The Krakken happily grabbed them, and swum away. I looked at Jonah, and he shrugged. I socked him in the face, and hung him on a rock.

Ripjaws: "Now, wait for the cops to pick you up, because a nice dry cell's waitin' for ya." I became Hydrosaur, and picked up Ben who reverted to normal, Gwen, and Max. Shaw came with the police, seemingly, and they got him on to the boat.

I swam back, and they slid down the back of my neck. I swam onto the shore, and changed back to normal.

Dustin: "The Krakken shouldn't be bothering people anymore."

Shaw: "You got that right, lad."

Jonah was cuffed by cops.

Jonah: "I will have my revenge, boy! Count on it!"

Dustin: "As if, fish-hugger."

Shaw: "More like fish-seller."

Dustin: "I hear ya, Captain."

Shaw: "Now what are ya gonna do, lad?"

Dustin: "Go on, I guess."

Shaw: "I want you to have this." It was a fishing lure.

Dustin: "Why this?"

Shaw: "It was my first fishing lure from when I was a wee boy fishin' with my Pop. It's never failed me, and it shouldn't for you either. Or, you can keep it just to think o' me."

Dustin: "Wow. Such a valuable gift needs to be treasured. Thank you."

Shaw: "Just to tell ye, though, I'm not usually this friendly. You were the only one besides me who believed the Krakken was real, so I felt a sort of good friendship. Don't tell the others I did this. I don't want them to know I got soft over the years, ya know?"

Dustin: "My lips are sealed, Captain."

Max: "Ready yet. Dustin?"

Dustin: "I guess so. Bye, Captain!" I waved.

Shaw: "Are ya sure the Krakken won't be showin' up any time soon?"

Dustin: "I'm positive!"

Shaw: "Goodbye, lad! Good luck on your travels!"

Will Hydrosaur ever be useful again for me and Ben ? We'll find out on the next chapter.

* * *

 **Author's Note: I came up with the name Hydrosaur. The idea of the Krakken in the Omnitrix was UltraDynamoZord's idea. Plus Ben's form is Nessy. I came up with Hydrosaur.**

 **Plus as kid I loved dinosaurs, sea life and insects. Those were a big thing in my childhood.**

 **Like Dustin is Blitzwolfer while Ben is Benwolf**

 **Dustin is Frankenstrike while Ben is Benviktor**

 **And Dustin is Snare-oh while Ben is Benmummy**

 **The new names for the the are cool but I liked the original names better.**


	4. The Blobs

**Chapter 4: The Blobs**

Now, Ben, Gwen and I were in an ice cream place, trying to get ice cream cones, while Max used the ATM outside.

Max: "How much do I need from here?" He was thinking to himself as he got up to it. Some guys in an old pickup truck snuck up behind him. A big, fat guy got out, and pushed him aside from behind. The skinny one stayed in the car, and the big one tied a hook on a chain to the rear of it. Inside, we were just ordering.

Gwen: "Do you have anything with no fat in it?"

Guy: "Napkins. How 'bout you?" He was looking at Ben.

Ben: "Rocky road, please."

Guy: "Alrighty then. You?" I was about to say something, when I heard a truck start up, and turned around.

Dustin: "Chocolate. She's sharing with me." I went out, and became Upgrade. I merged with the truck's engine, and shut it down.

Skinny dude: "What gives? The engine won't start!"

Fat guy: "What the hell?!"

Upgrade: "Sorry, boys. Your access has been denied." I appeared from behind the wheel, and threw him out of the truck.

Fat guy: "Hey!" He threw the anchor at me, but I grabbed it, and became Diamondhead. I reeled him in, and socked him in the face. He fell backwards. The skinny guy brought out a crowbar, and hit me with it, but I was unphased.

Diamondhead: "Are all crooks this dumb?" I took the crowbar from him, and hit him across the face with it. He fell unconscious. The fat guy got up, and punched me. He only hurt himself. I socked him in the face again. He fell over, and I stepped on his belly.

Max: "A little, um, extreme, don't you think?"

Diamondhead: "Takes all kinds, Max."

Ben was eating his ice cream as he got out, and Gwen was holding the chocolate one.

Gwen: "Dustin stops yet another robbery. Dustin at hmm… 13. Bad guys at a big fat 0!"

Diamondhead: "Can I help it? I'm so awesome?"

Max: "I'll call the police."

Diamondhead: "So, where do we go from here?"

Max: "Ben's Aunt Vera's house."

Ben immediately stopped eating his ice cream.

Diamondhead: "Ben?"

Ben: " **NOOOOOOOO!** " He ran away in one direction, while his ice cream cone was quickly melting. I went XLR8, and stopped right in front of him.

Ben: "I'm not going there!"

XLR8: "It's our next stop, so I'm not complaining."

Gwen: "Yeah, Ben. Chill."

Ben: "I AM chill! I just don't like old people!" I grabbed him, and started carrying him so his upper half was going down my back.

Ben: "Let me go-oo!" He licked his ice cream as I took him back.

Dustin: ' _Oh god! Now I know how mom felt when I was a kid_.'

Some time later…

Gwen and I were sharing the chocolate ice cream.

Gwen: "It's my turn! You've had enough licks already!"

Dustin: "Alright! Jeez calm down. It's just that since this isn't fat-free, I thought you wanted less of it."

Gwen: "Yeah, but… I still want some!" She started licking quickly.

Ben (snickering): "Yeah big bro. Never learned to share with your sis."

Dustin: "Excuse me, Benjamin Kirby Tennyson? I didn't hear that quite right. You mind saying it again?" I got the Omnitrix ready as I said it.

Ben (noticing and freaking out): "Sorry!"

Dustin: "That's what I thought."

Gwen: "Okay. Here you go." I got it back, and noticed half was gone.

Dustin: "Hey!"

Gwen: "I'm done. Now you can finish the rest."

Dustin: "Fine." I did just that, and we had pulled up to right in front of Vera's place.

Max: "Here we are."

Ben: "You have no right to use my full name like that, man."

Dustin: "I had the right, then, meany boy."

Ben: "Now that's just going over the deep end!"

Max: "Quiet!" We both shut our mouths, and Gwen just giggled.

Gwen: "Boys. Ha ha ha!" She left with a smirk on her face. Ben and I sat silently for a few seconds.

Dustin: "Ben, I think we've been had."

Ben: "Me, too."

Dustin: "We never speak of that incident again."

Ben: "Yep."

We both came out, and we saw Vera.

Vera: "Oh! There's Ben! Hi!" She got to pinching his cheeks. I snickered at this, trying hard not to laugh.

Ben: "Ow!"

Vera: "And aren't you just handsome!" She got my cheeks, but I wasn't complaining.

Dustin: "No kidding, Ben. Ow…" Ben laughed at my pain. Vera was definitely not skinny, but not huge, had white hair the same color as Max's, and had a purple dress on. She had a REALLY happy expression on her face.

Vera: "And what's your name?"

Kyle: "Dustin Hogan. I'm a friend of Ben and Gwen's"

Vera: "Nice to meet you young man." I smiled bashfully, rubbing the back of my neck and blushing. We entered her house.

Ben: "Ugh!? Why do old people's houses always smell like sweaty socks?"

Dustin (whispering to him): "Ben, show some respect. This is your aunt's house."

Ben: "I don't see you enjoying this, yet."

Dustin: "She's a lot like mawmaw Doris."

Ben: "Who"

Kyle: "My great grandmother."

Vera: "What have you all been doing this summer?"

Max: "Driving."

Gwen: "Summer reading".

Ben: "Playing Sumo Slammer on my GBA."

Kyle: "Hanging out with Ben, Gwen and Max."

Vera: "You three must be good friends I take it."

Dustin: "These two are kinda like the siblings i never had." I went bashful again. Ben smirked. I noticed and gave him a 'death stare'. He backed down immediately.

Max: "What's cookin' tonight, huh, Vera?"

Vera: "You'll see when it's done." Gwen walked over to a statue of a red-colored bird.

Gwen: "Is this a red-tailed swallow?"

Vera: "Yes. And-"

Gwen and Vera: "They have the highest pitched mating call of all birds. (Both do a bird screech)"

Dustin: "Oh a blue jay! I love those birds. Besides the red cardinal." I said seeing a blue jay statue.

Vera: "Quite beautiful aren't they?"

Dustin: "Oh yes ma'am. I love all kinds of animals. Especially birds. When I was just a tyke, I had a stuffed blue jay that I took with me where ever I went."

Ben: "Ugh…" I just sighed.

Dinner was ready. It was gelatin with pork chop bits and cauliflower. Ben and Gwen immediately did not eat it. I ate everything, even the cauliflower. I was always a veggie kid. Ben put his dinner onto Gwen's plate and said, "Boy, I'm stuffed!" and faked a burp, but sounded surprisingly real. (But I know he faked it.)

Vera: "Do you want candy, Ben?"

Ben: "Now that's more like it!" He ate a piece, and said, "Yuck! Coffee-flavor?"

Dustin: "I'll pass miss Vera. I don't have much of a sweet tooth. Except for chocolate." I looked at Gwen's plate, and asked, "You gonna eat all that, Gwen?"

Gwen: "You can have it all." She passed it over to me, and I, again, ate everything, even the cauliflower.

Dustin: ' _Man, this place reminds me of mawmaw Doris_ ' _house. I hope everyone's doing okay with out me._ '

Ben: "I'll be, uh, out."

Dustin: "Okay. Just don't do anything funny." I said with a slight glare. ' _He's gonna do something stupid. I just know it. Hopefully I'm wrong._ '

Vera: "Okay. Be back soon." He left the house, and started walking around.

Ben's POV…

Ben: "Ugh. This place is anything but cool."

I said as I then looked at the Omnitrix on my wrist.

Ben: "How about we make it less boring?" I put the Omnitrix on. I then became Ghostfreak. I still can't believe he is one of Dustin's favorites, I found this one kinda creepy.

Ghostfreak: "Now, where's something I can mess with?" I noticed a lone golf cart. I got the engine starting. I turned invisible as I started up the golf cart, and drove through the whole suburb with it. The other old people looked on with startled and surprised faces.

Ghostfreak: "What? Ain't you guys ever seen a self-driving golf cart? Wave of the future, people!" I said. I then smelled something, and parked the golf cart.

Ghostfreak: "What is that smell?" I turned visible, flew towards the smell, and got behind a bush.

Ghostfreak: "Ooh! Pie!" It was on an open windowsill. I turned invisible, and prepared to take it, when I was watching an old lady try to swat a fly. She had a hard time.

Ghostfreak: "Heh. Too fast for ya, lady." The fly got on the ceiling, and she jumped onto it, and ate it.

Ghostfreak: "Whoa! No way! Ninja old lady!" I said as I decided to leave the pie. I rather not get my butt kicked by a NINJA old.

Ghostfreak: "Let's try something else back at Vera's." I took the 'self-driving' golf cart route and I had a wicked idea.

Dustin's POV

In the house…

I was admiring her Sea shell collection. She had so many cool shells. Even some sea stars and sand dollars.

Vera: "You can hear the ocean through this seashell, Gwen."

Gwen picked it up, held it to her ear, and…

Ghostfreak: "Loser… loser… loser…" She looked very disturbed. I appeared in her face with a "Boo!"

Gwen: "AAAHHHH!" Max, Vera and I looked in her direction, and turned invisible immediately after.

Max: "What's wrong?"

Gwen: "Ghostfreak…" She looked scared as all crap.

Vera: "Ghostfreak?"

Max: "I'm sure it's okay."

Dustin: ' _Dammit Ben! I knew you would do something stupid_.'

Vera: "*Yawns* I'll head off to bed now." She did just that.

Max: "We'll keep it quiet."

Dustin: "Rest well miss Vera." Once she was out of sight, we turned to the wall.

Gwen: "That was so not funny."

Max: "Ben, I know you're there." He reappeared, and I looked at him angrily.

Dustin (whispering): "Change! Back! Now!" I said through gritted teeth now angry.

Ben wasn't stupid enough to argue so he changed back.

Dustin: "Benjamin Kirby Tennyson!"

Ben: "Dude! What did I say about using my full name."

Max: "What were you thinking?"

Ben: "Aw c'mon grandpa. I was just having a little fun."

Max: "You scared Gwen too badly."

Dustin: "And your not one to talk Ben! I said not to do somethin stupid. I can't Ben leave you alone with the Omnitrix for one second."

Ben: "All I said was, 'boo'."

Gwen: "Don't do that again!"

Dustin : "Can you guys excuse us for a minute. Ben and I are gonna have a little chat."

Max: "Just don't get into a fight, alright?"

Gwen: "No Ghostfreak attacks either, alright Ben?"

Ben: "Understood." Ben and I walked to the living room.

Dustin: "What have I told you Ben?"

Ben: "With great power comes great responsibility."

Dustin: "Exactly. That watch is no toy Ben! If either one, or even both of our Omnitrixes fall into the wrong hands, it could spell disaster. Plus I get that you're bored around here but I for one find this place amusing. She may not be apart of my family, but miss Vera is already like a family member to me." I said wit a lowered tone to not disturb Vera's sleep.

Ben: "Look, I know you miss your family dude. I…" I held up my by hand to shut him up.

Dustin: "I'll tell you why I like this place. It reminds me of my great grandmothers place. But she eventually moved to a retirement home for assistant living. Do you know why?" I said as I was getting less angry now.

Ben: "Because she's getting too old?"

Dustin: "Well yes, but she also has Alzheimer's disease."

Ben: "What disease." I was starting to tear up.

Dustin (crying): "A progressive disease that destroys memory and other important mental functions. She can't even remember her own children's names Ben. I'm scared that if I ever do return home, I'll find that she died while I was gone. It's a very fatal disease Ben. And so far there's no known cure for it. That's why I like miss Vera so much. She reminds me a lot of my great grandmother." I said as I sat on the couch and wept.

Ben was next to me and he put his hand on my shoulder.

Ben: "Hey. I'm sorry dude. I had no idea."

Max: "I'm very sorry to hear that about your great grandmother.." Dustin and Ben looked to see Max and Gwen in front of them. Gwen looked like she was on the verge of tears as well. Max had a sympathetic look as well.

Dustin: "You guys heard all of that didn't you?"

Gwen: "Every single word." Gwen came up to me and hugged me. I hugged her and cried my eyes out. After a good long minute, I finally calmed down.

Dustin: "Thanks guys. I'm gonna go out for a stroll.

Max: "Just be back before sun down okay?"

Dustin: "Sure thing."

Ben: "Want me to join you dude?"

Dustin: "No Ben. I'll be fine."

Ben: "If you're sure dude."

I walked out and walked off. I walked until I saw a guy near the dumpster.

Dustin: "He's not a garbage man, and there's no truck in sight. I better check it out." I said as I became Ghostfreak. I phased through the gate, and watched him push the dumpster aside, and said, "Wow! He's strong for his age!" He heard me, and turned his head 360 degrees around, and me.

Ghostfreak: "Oh crap!" I flew off as the old man burst down the gate, and ran right for me.

Ghostfreak: "Screw my morals!"

I became Diamondhead, and started shooting diamond shards at him. They all went right through him.

Diamondhead: "Not good!" I went Stinkfly, and shot goop at his feet, which he jumped over.

Stinkfly: "Dammit!"

Omnitrix 2.0: "If I may, I have information about this man."

Stinkfly: "I'm all ears!"

Omnitrix 2.0: This man is actually a Limax in disguise. Limax are shape shifting blob-like aliens. Despite their shapeshifting capabilities, they are highly afraid of water."

Stinkfly: "Really? Wait! Now I recognize this. Its where the Limax invade and…kidnap the elderly folks here. Oh crap!"

Omnitrix 2.0: Then it'll e best to keep a sharp eye out."

Stinkfly: "Right. But first we dispatch this fella." I found a nearby sprinkler system and smirked. I reverted back to normal and started going near a sprinkler system, and the man freaked out, and ran away from us. I had a triumphant smirk.

Dustin: "Well that takes care of that. But I know this only the start of it."

Omnitrix 2.0: "Indeed. We might want to warn the others."

Dustin: "Then there's no time to waste." I turned XLR8, then zoomed off to Vera's house. I then went Ghostfreak, and phased through the walls. I go solid again, and became Wildmutt.

Omnitrox 2.0: "Dustin! What do you think you're doing?"

Wildmutt: "Roar."

Omnitrix 2.0: "Ah. I see. Carry on then." I detected no other scents but Gwen's, Max's and Vera's, and changed back.

Dustin: "There's no one else here. We'd better tell the others."

Gwen: "There you are? Where have you been?" She came in from the bathroom.

Dustin: "I was just taking a walk, and then I found an old guy near the dumpster. He threw it aside, heard me talk, and I had to escape him. He followed me until I got near a sprinkler system, and he ran off, and now we're back here."

Gwen: "That is the funniest story I've heard."

Omnitrix 2.0: "Its true Gwen. It may sound a bit farfetched, but its true."

Dustin: "It looked like the guy who lived next door to miss Vera too."

Max: "Did he happen to ooze at any point?"

Gwen: "You actually believe him?"

Ben: "Trust me Gwen. He's a really bad liar. He usually goes all chuckle house when he lies."

Dustin: "Yeah that is actually true."

Max: "Kids. Let him finish."

Kyle: "Then the Omnitrix 2.0 told me the guy was a Limax, a shape shifting alien blob. I then realised in the show this the episode where the Limax kidnap the people around here and disguise themselves as the people they kidnapped. Even miss Vera!" I said with a sad look.

Max: "Were there any others showing weird activity?"

Ben: "While I was out there was a Ninja old lady earlier today."

Dustin: "Really?" Ben nodded.

Max: "So it is Limax.."

Dustin: "Disgusting parasitic amoebas. They love warm temperatures. In all honesty they remind me of the horror film "The Thing"." I said with a slight shiver.

Ben: "The what?"

Dustin: "Trust me Ben. When your old enough to see that movie, you'll now what I mean. I still get shivers just thinking about it. I've seen the 1982 version once and I'm never watendng it again."

Max: "The Limax also tend to possess older people."

Dustin: "We have to stop them!"

Max: "We'll check the neighbor's house." We checked, and found absolutely nothing out of the ordinary.

Dustin: "Nothing. Absolutely nothing!"

Max: "Weird he'd leave it unlocked, too."

Gwen: "Let's head back. It's starting to get a little dark."

Dustin: "I'm feeling tired myself. Come on." We returned to Vera's place, and fell asleep for the night.

The next day…

I was fully awake, and had eaten breakfast.

Gwen: "*Yawn!*"

Ben: "*Yawn!*"

Dustin: "Finally!"

Gwen: "You must have woken up early!"

Ben: "Yeah… *Yawn*"

Dustin: "Yes. I did." Vera came out from the back.

Vera: "Hello, kids. How are you today?"

Dustin: "Where's Max?"

Vera: "He's out on a walk."

Dustin: "Okay." 'I wish I can believe that.'

Gwen: "I found some coffee for you…" She dropped it, and Vera did the full splits right over it.

Vera: "CLEAN THIS UP! Now!"

Dustin: ' _Dammit. They got miss Vera too_.'

Gwen: "Okay, Aunt Vera. Sorry…" She left, and went out.

Ben: "A Limax must've gotten Aunt Vera last night!"

Dustin: "And maybe they got Max!"

Gwen: "I'll clean this up, first."

After 5 minutes…

Ben and I wer both Ghostfreak, with Gwen.

Gwen: "This is the dumpster?"

Ghostfreak Dustin: "Yeah."

Ghostfreak Ben: " Then let's check it out."

Ghostfreak Dustin: "Right." I turned intangible and invisible, and looked through the wall between us and the dumpster.

Ghostfreak Ben: "How's it look?"

Ghostfreak Dustin: "The coast seems to be clear." I phased back through, became Four Arms, and broke the wall down. Unfortunately, one of them found us. I tried fighting it off, but I couldn't do much against it at all. Gwen grabbed some leftover coffee, and dropped it on the guy, and he backed away, burning up.

Four Arms: "It's weakness is…"

Gwen: "Anything that's a liquid." I became Stinkfly, and shot slime at him, and he melted down to a puddle.

Stinkfly: "Seems Stinkfly's the best alien for this." We went out more, to see if we couldn't interrogate one of the Limaxes still out there, and I got one.

Ghostfreak: "Where's Aunt Vera and Grandpa Max?"

Limax old man: "They're under the dumpster… It's a secret passageway…"

Gwen: "Thank you!" She threw coffee on him, and he melted. We found Grandpa Max, and we knew it was a Limax, so I went Four Arms to fight him instead. He had tracked us down after we interrogated the other Limax, and he had a whole army with him.

Max Limax: "There are the kids! After them!"

Four Arms: "Ben, Gwen! Move the dumpster! I got these guys!" They ran off, and I became Diamondhead. I made a diamond wall, and I thought they were blocked, but each Limax oozed through, and I went Four Arms again to pound my way out of getting pummeled myself. They each came back many times, and I threw them off me, and punched quite a few trying to get on me. The Vera Limax also attacked me, and they dogpiled me, until I went XLR8, and ran around in a circle, blowing them all off me. Ghostfreak eventually reverted back to Ben

Ben: "Where's the secret button?"

Gwen: "Um… here!" She pushed it, and called me. "Dustin! We opened it!" I ran for them, grabbed them both, and dove down the hole.

XLR8: " We have to keep moving…" I became Wildmutt, and roared.

Omnitrix 2.0: "He wants you to get on his back."

Gwen: "Um… how do you know what he's saying?"

Omnitrix 2.0: "I speak Vulpimancer. Now hop on!"

Gwen: "Don't need to tell me twice!" I ran off, and the Max, Vera, and neighbor Limaxes were chasing us. Thankfully, I was on fours. When Max caught up to me, I punched him, and he kicked me back. I then bit his leg, and socked him, which only made my hand go through him. He then kicked me off of him, and I went Stinkfly, and shot slime at him. He jumped, stretched out his arm, and socked me. I went Four Arms, grabbed his arm, pulled him towards me, and socked him right through the head. He fell unconscious, apparently. I went Wildmutt again, and we found a spaceship.

Gwen: "The Limax spaceship!"

Ben: "Grandpa!"

I became XLR8, and started looking for Max and Vera. Each old person was in a pod.

XLR8: "Wow." I broke Max's pod.

Max: "Oh… that was a bad dream."

XLR8: "Well, you're gonna be okay now, Max."

Max: "I know."

The three Limaxes found us, and became their true forms. They were giant walking masses of green slime.

Limax that was Max: "No! They found our ship!"

Limax that was Vera: "What do we do?"

Limax that was Vera's neighbor: "They have been marinating in those pods for long enough! We can leave!"

XLR8: "Not if I melt you snot rockets first!" I became Heatblast, and started chucking fireballs at them. They became a Giant Limax.

Giant Limax: "We love heat! Of all kinds! Why do you think we came in the summer?"

Heatblast: "Crap. Forgot that." I became Stinkfly, and went to shoot slime, but they caught me, and slammed me into a wall.

Max: "Dustin!"

Ben would help if the Omnitrix wasn't still recharging.

Ben: "We have to get people off of the ship! Now!" They proceeded to do that as I distracted the Giant Limax.

Stinkfly: "Oh… What the?" I noticed my symbol glow yellow.

Omnitrix 2.0: "New Alien form activated. Transforming now."

Stinkfly: "What the…" A huge flash of light came out of me, and I was a Limax myself. I was a little slime with a symbol on my face.

Limax Dustin: "Woah."

Ben: "Is this bad?"

Max: "I don't think so."

Limax Dustin: "Why do you want to take them?"

Giant Limax: "For our food!"

Limax Dustin : "That's not gonna happen!" I became Upgrade, and shot a laser beam at him. He dodged it, and I blew up a pipe, which released water. I became Ripjaws in the nick of time to stop myself from short circuiting.

Ripjaws: "Ahh. Good old H2O." The giant Limax was disintegrated, and the ship launched without anyone on it. Ben, Gwen, and Max got everyone out.

Ripjaws: "Well, the Limaxes are defeated. Now what?"

Max: "We get each person back to their homes."

Gwen: "But that could take hours!" Ben became XLR8.

XLR8: "Not now it won't. It'll just be a couple minutes." I smiled and became XLR8 as well.

XLR Dustin: "Then let's get to work."

Minutes later…

We were in Vera's front yard.

Vera: "I'm sorry you have to leave so soon, and Dustin, I'm sorry if I bored you and Ben too much."

Dustin: "You didn't bore me at all. Ben here maybe, but not me. In fact, you remind me a lot of my great grandma. Loved the gelatin pork chop cauliflower stuff by the way."

Vera: "Which is why I made some for the road for you."

Kyle: "Thank you miss Vera."

Max: "See you another time, Vera."

Vera: "Bye everyone."

Dustin: "Bye miss Vera. I enjoyed our visit!"

She waved, and we left.

Ben: "You seriously like that stuff?"

Kyle: "Jell-O, pork chops, cauliflowet, come on! Who wouldn't?" I put it in the fridge for later. I then turned on the Omnitrix, and turned it to the Limax.

Ben: "The Limax?"

Kyle: "Naming him Amoeblob. What do you guys think?"

Ben: "Definitely works for us." I became him.

Gwen: "Amoeba and blob? Seriously?" Gwen said with a smirk.

Amoeblob: "Oh yeah! I found it fitting!" I transformed back to my human form.

Ben looked into the Omnitrix and saw the same symbol.

Ben: "Looks like I got Amoeblob too."

Omnitrix 2.0: "Of course. Every time I scan new DNA, that sample is synced to the other Omnitrix.

Ben had a smile before he transformed into Amoeblob and slithered onto the floor and found his way on Max's arm. Max noticed this and screamed.

Max: "A Limax! **AHHH!** "

Amoeblob: "It's just me, grandpa!"

Max: "Don't ever do that again!" Ben changed back.

Ben: "Just like with Gwen. Haha!"


	5. The Omnitrix Hunter

**Chapter 5: The Omnitrix Hunter**

On Vilgax's ship, there were three armored guys in a room, waiting for something.

Vilgax: "Begin the test!" Some drones were sent flying out at them. The one in purple armor activated his rocket pack, and destroyed a bunch of them with his missiles. More continued to come, but the guy in yellow armor and crab legs jumped down, and shot at them with his pincer arm. A giant drone came out, and prepared to attack them, but the guy in black armor brought out a hoverboard, flew towards it, and punched through it, killing it in one blow.

Vilgax: "Excellent. All three of you are hired! Your target is this." On the screen, he showed a picture of the two Omnitrix. "Whoever brings at least either one back will receive my reward."

Crab guy: "And the reward will be mine."

Purple guy: "ROTAEBFRA!" (he spoke in Sotoraggian) The black one didn't say anything or move at all.

Back on Earth…

Diamondhead: "I don't know about this Max." Max set up a training course for me to work on my powers with. Ben and Gwen actually were practicing with each other.

Max: "Just show me how good you are then!" He pressed a button, and fired some cans. I shot each one of them down. He made some boards fly up, then I became Heatblast, and threw fireballs at them. He got out some targets, I became Upgrade, and shot lasers at each one. Some cactuses flew up, and I went Diamondhead again, and shot each one down. More targets were shot up on both sides, and I shot diamond shards in both directions. He set the log to be fired, and I became Ghostfreak, and went intangible to dodge it. Then I went Heatblast, and shot it down.

Heatblast: "Huh. That wasn't o bad."

Max: "How about this?" He pushed a button, and a catapult activated, throwing a boulder at me. I turned Four Arms, caught it, and threw it back.

Max: "This then." Some logs started whirling around under me, so I went Wildmutt, and jumped up and down on each one, until they stopped. I panted like a dog after it.

Max: "This, he won't be expecting." He made a hammer come out from the top, and it slammed me.

Max: "Oh no!" He ran over, then found a puddle colored white, black, and green. I rematerialized as Upgrade.

Upgarde: "That kinda hurt but I'll live."

Max: "You're right… or are you?" He pushed a remote control button, and I got shot at by a squirt gun, short circuiting Upgrade.

Upgrade: "Oh dammit."

Max: "But mastering distractions? Not so much."

I became normal.

Dustin: "Well, I guess I need to work on that."

Max: "Well, I guess you're going to want a bit of a break, huh?"

Dustin: "I like to see how Ben does it." I said as I saw the two kids. Gwen just blocked a punch from Ben, then kicked him away.

Ben: "Oww…"

Gwen: "Come on! You want to be useful, get in gear!"

Ben: "I will alright. YAH!" He tried to kick Gwen but she easily back flipped away from it. "Hey! You can't do that!"

Gwen: "I can, so get over it." She punched him, and he fell flat on the floor. "Oops. I used too much punching power."

Ben got up, and said, "There's no way I will be beaten by my own cousin! HII-YAH!" He gave her the strongest punch he could, and Gwen didn't see it coming. She got hit dead-on in the face, and backed up. When Ben tried to get in further, though, she saw him coming, and flipped right over him.

Ben: "What the?" He then got roundhouse kicked to his abdomen, and fell down. Gwen landed, then got him in a headlock on the ground.

Gwen: "Nice shot, Ben. Didn't see it coming."

Ben: "Let go!" He was pulling at her arm.

Gwen: "Hmm…. Nah." Ben kept struggling at it, until he socked Gwen in the face, and he got up. He then mounted on top of her.

Ben: "Any last words, Gwen?"

Gwen: "Are you really that dumb?"

Ben: "That's it!" He tried a punch, but Gwen caught it, and pulled him more inwards, and got him in a closed guard. Gwen has both of her legs wrapped around Ben's back, and her arms holding down his neck. As I watched, I couldn't believe how skilled Gwen was in combat.

Ben: "Hey! This isn't fair, either!"

Gwen: "Nope. Just shows how much I know more than you about this stuff."

Ben: "Nnnnn… Rrrrr…" He kept trying to pull himself out. Meanwhile, I finally finished the whole training course.

Dustin: "Yo Ben! You want to start training with those aliens of yours?"

Ben: "As soon as Gwen releases me, yes." And right on cue, Gwen releases he grip on him.

Kyle: "See. I just need to do this every once in a while to make sure I still got it."

Max: "Yep."

As Ben was training with his aliens, I went to Gwen and passed her a water bottle.

Dustin: "So how's Ben doing so far."

Gwen: "Not bad. He's I'll of a long way to go but not bad."

Kyle: "They say they're cousins, but they seem more like brother and sister like this." Ben and Gwen were panting.

Dustin: "iI say it's a good thing I showed Ben the quick change feature."

Gwen: "But it will eventually need recharge right?"

Dustin: Yeah. It does. Only downside of the quci change feature really."

After Ben's training with the Omnitrix, Ben's stomach growled.

Ben: "Oh man. I'm hungry." Gwen's stomach also growled.

Gwen: "Me too. Ugh."

Dustin: "Lucky for us, Max is making lunch."

Ben: "Grandpa…"

Gwen: "Is making…"

Ben and Gwen: "LUNCH?!"

Dustin: "Oh come on, guys. It can't be that horrible. I've eaten everything he's made so far, with no complaints."

Ben: "That's because you have a stomach of steel!"

Gwen: "Taste buds of steel, Ben. Taste buds."

Ben: "Whatever." All three of us headed in, and sat down. I was lying back, lounging a bit, with Gwen sitting next to me, with a smiling face, and Ben just sitting down, looking bored.

Ben: "How 'bout you Dustin? How's pure training going?"

Dustin: "Hmm… I'd say at least a B."

Ben: "We're both through the ringer, huh?"

Dustin: "Yep." Max then gave us our lunch, which was green slugs.

Gwen: "What is this?"

Ben: "Eww…"

Kyle: "Umm…"

Grandpa: "Spulg au Gratin. It's an experiment the Plumbers did by genetically mixing a slug and a brusselsprout. Not much of a weapon, but you'll get a lot of vitamins from them."

Dustin: "Brusselsprouts? All right!"

Gwen and Ben passed both of their plates to me.

Dustin: "Meh, your loss guys."

Gwen: "You're the only one that enjoys this stuff!"

Dustin: "I've never had snails before but I do love Brusselsprouts. Or any vegetable in general."

Ben: "Then you'll definitely love my moms cooking."

Dustin: "Oh grow a pair you wuss." I grabbed a fork and ate one of the slugs.

Gwen: "Gross!"

Dustin: "Not half bad."

Ben: "I'm gonna be sick. *MMMPH*" He covered his mouth with his hand, and rushed to the bathroom, barfing up. Gwen opened the window, and barfed the outside of that. Max just laughed.

Dustin: "What?"

Max: "Well, it makes you kinda want to barf it up, though. Luckily for you, you ate one so you're good. Just never eat so much Splug at once. Remember that."

Dustin: "Duly noted." I said as I ate at a rather slow pace.

Gwen and Ben: "Oohh…" Max started up the RV, and took off further into the desert. We stopped at an abandoned town.

Dustin: "Max? What gives?"

Max: "The engine busted." He went out, and Gwen and I followed. He found a diamond shard pierced a pipe in the engine.

Max: "Ben…"

Ben: "Oops."

Dustin: "Seriously Ben?"

Max: "Don't worry. Just let me fix this."

Ben: "Wait! I can go Upgrade and fix this up in no time."

Max: "No. I got it, Ben."

Gwen: "Way to go, dweeb."

Dustin: "Don't be so hard on him. It was an accident."

Gwen: "But were stuck here until the RV's fixed." Ben and I walked off to look around at the place while Gwen leaned back.

We looked around an area, looking at the old machinery.

Ben: "What is all this? An old car wash or something?" We continued poking around, then saw something creeping around. It was big, and had 4 legs.

Dustin: "Crap. Ben, get ready." We activated our Omnitrixes, and we both went Amoeblob while I to scope out the guy. It was a yellow guy with 4 legs, a giant crab pincher, and a regular hand.

Amoeblob Ben: "Dang."

Yellow guy: "Who's there?" We slipped under a machine, and focused on just surveillance. "I know someone's here. I have your energy signatures on my scanners." We continued slithering around, and trying to get out of his scanners. "I can detect your heartbeats as well! My scanners are better than you think!" We heard his stomping getting closer and closer. A laser blew apart some machinery, and I instantly shrunk down to a puddle.

Yellow guy: "Hmm… He stopped moving completely, and he's right near me." He walked more towards us as puddles, and stepped in us. We both made an 'oof' noise, and he pointed his claws all around us. He stepped out of me, and we both went Ghostfreak, then turned invisible and intangible. We sunk under the ground right before his laser hit me.

Yellow guy: "You can run, but you can't hide."

Ghostfreak Dustin: "How do you like… the dark…?"

Yellow guy: "Who's there?"

Ghostfreak Ben: "You can't see us at all…"

Yellow guy: "Did I mention…" we both snuck up from behind him, and he turned his head at a full 180 degrees, and said, "I have infrared vision, too?" He shot both of us with some goop, and we instantly became visible and solid again.

Ghostfreak Ben: "Eww…"

Ghostfreak Dustin: "Dammit! Not Good!"

Yellow guy: "That's right! This slime solidifies your protoplasm. No sneaking up on me now, Omnitirx wielders." He slammed Ben with his crab hand, and he sailed through the air until I hit a machine.

Ghostfreak Dustin: "Well, I guess Vilgax send you hear after us. But I get the feeling your not alone." I became XLR8, and spun around in a circle, blowing all the slime away, then I ran towards him, and tail whipped him. He walked back a few inches, and Ben became Diamondhead, and made his hands swords with spikes on them to attack him. He dug under the ground, and I looked around for him.

Diamondhead: "You have to come out sometime."

Yellow guy: "I know. But when will I come out?" He jumped out, holding a sword, and Ben deflected it. "Not bad." He said.

Diamondhead: "I have to be." I ran to the two then became Heatblast, and made a fiery explosion to blow him out of the place, and destroying the building.

Max: "The repairs are done." He Gwen ran into the RV, and Max started it up. He saw the yellow guy land in front of him, and fireballs hitting him, stunning him.

Max: "Dustin! Ben! They're fighting that guy!" He started up the RV, and ran over him. Ben and I became XLR8, and ran up to the RV.

XLR8 Ben: "Grandpa? What's going on?"

Max: "The repairs are done. We're leaving." Ben and I became normal, and ran into the RV. As we did, a giant crab hand came up from under the RV, and started pinching. I became Diamondhead, and started slashing at it. He then pulled it back down, and Max started up the RV at top speed. I changed back to normal again.

Dustin: "That should stop Kraab."

Max: "It should, if we…" The RV shook a few times. Gwen looked out the window, and saw a purple armored guy shooting down lasers at the top of the RV.

Gwen: "Ben! Go Upgrade!" Ben did it as she said it, then merged with the RV. He constructed a laser cannon on the top of the RV, and started shooting at him.

Purple guy: "GUTRYHOIBBSEWAH!" He dodged a few shots, and got hit, making him fall to the ground. I got back in, and became normal.

Upgrade: "Why are these freaks after us?"

Dustin: "The Omnitrix! That's why! Vilgax obviously sent these freak after us. The yellow seafood platter is Krab. That guy chasing us is Sixsix!"

Upgrade: "How do you know that!"

Dustin: "Seriusly? Have you forgot what I told you when we first met?"

Upgrade: "Oh. Duh!" Kraab appeared in front of the RV, and used a laser to shoot down a wheel. It spun out, and hit a wall.

Ben: "Hold on guys! I'll take care of these freakshows!" I went Ghostfreak, phased through the RV, then separate don the outside, and went Four Arms.

Kraab: "I see we've got your attention." Sixsix landed right next to him

Sixsix: "TREVHIHGFOOHBOKAHH!"

Four Arms: "You messed with the wrong superheroes! Ben help me out!" I ran towards them, and attempted to clothesline them. Sixsix guy flew up, and started shooting lasers. I jumped, and slammed him down to the ground. Upgrade removed himself from the RV lunged at Kraab but grabbed one of my arms, and threw him aside with his crab arm. Upgrade splattered against a wall, slipped down, and Sixsix shot missiles at him, at which he slithered very fast through, and Kraab fired lasers at me, but I became Diamondhead and blacked them with my diamond arms. Ben then went Heatblast, launched himself up at him, and slammed a large fireball on Sixsix. He fell to the ground, and grabbed an energy whip. He lassoed me, and he was slammed down, but disappeared from their view after the smoke cleared. Gwen and Max left the RV, and were looking for him. He came up from under the ground as Ghostfreak, then turned Diamondhead, and made a diamond wall under them. They were taken by complete surprise, and flew up into the air. I became Heatblast and shot fireballs at them, and Sixsix flew away, and, to my surprise, Kraab his fist through the diamond, and used his pincer to Ben, which sent him flying, and the purple guy lassoed me, and he slammed me into a wall. I slammed back down to the ground.

Max: "Dustin! Ben! They're too powerful for you! Run and come up with a better plan!" Ben emerged from the rubble. Eventually his Omnitrix timed out and Ben ran to the two.

Dustin: "No Max! A real hero would never back down from a fight!" I went Four Arms, and charged at them with no real plan, and Kraab burrowed underground again, and I jumped, and slammed the purple guy down again. He blew me off with a laser beam. Kraab jumped back up, grabbed me with his crab arm, and slammed me into the ground. I went Grey Matter, and was hidden from view.

Kraab: "Where is he?" The purple guy found me crawling up his back, and shot, but I jumped off. The laser hit Kraab, and I went XLR8, then started barraging Kraab with kicks, until he slammed me with his pincher arm. I became Amoeblob, and splattered again, then went Diamondhead, and rushed back into the fight. Gwen, Ben and Max headed away to find shelter.

Gwen: "He's getting beaten out there, Grandpa…"

Ben: "I would help him out if this thing hadn't timed out on me!"

Max: "I'm afraid there's nothing we can do at the moment. We don't have the gear to help him now. Or the power."

Ben: "But we have to do something!"

Gwen: "C'mon Dustin! You can win! You've faced larger guys then them before!"

I slashed at Sixsix, who jumped, then the yellow guy hit me with his sword. I flew backwards, then went Stinkfly, and shot some slime at Kraab. He got blinded, and I went XLR8, created a tornado around both of them, and they were sent flying upwards until the hit the ground. I went Four Arms, jumped, and prepared to slam the both of them into the ground, and Kraab dug back underground, and Sixsix flew away from me. I went Diamondhead, and shot diamond shards in the purple guy's direction, then a smoke bomb blew up near me, and exploded. I was coughing in the smoke, then fell unconscious, which made me return to normal. I woke up later to see a guy in black armor looking down at me.

Dustin: "AH!" I jumped away from him, and readied the Omnitrix. I looked at him and I instantly knew who this guy was.

Dustin: ' _Well slap my ass and call me Bessy! I never thought I'd see this guy._ '

Black guy: "I'll give you a suggestion, kid. Turn into a Petrosapien."

Dustin: "Petrosa-Oh you mean Diamondhead! Alright!" I did as he said and I looked at him. Then made my hands blades, and rushed for him. He side-stepped me, and kicked me aside.

Diamondhead: "Hey!" I shot diamond shards at him, but they all bounced off his armor.

Black guy: "Show me some real power, kid!"

Diamondhead: "I will alright! And kid, I'm 18 years old man. So I'm technically a teen." I rushed for him, and repeatedly tried punching him, but he dodged each shot, and kneed me. I fell over, and he kicked me aside. I got up, and kicked at him, but he jumped. I tried an uppercut, but he roundhouse-kicked me, and I went tumbling a few feet, and fell flat on my butt.

Black guy: "Get up, kid. This isn't going to be fun if you don't fight back efficiently."

Diamondhead: "How's this for efficency!" I slammed my fists into the ground, and diamonds were sent going towards him, but he jumped on TOP of them, ran across, and socked me in the jaw. I fell back about 6 feet.

Diamondhead: "You're going down!" I shot more shards at him, but they bounced off.

Black guy: "I told you. That's useless." I then pulled off the spikes on my back and threw them like boomerangs. He stood still, and they both bounced off of him. I grew new spikes out of my back right after.

Black guy: "You know what this form can do and how to attack with it, but you don't know how to properly analyze your opponent's weaknesses and use them against them."

Diamondhead: "Well I'm looking at a Petrosapien right now. Isn't that right, Tetrax?" His helmet opened up, and showed a 'Petrosapien' head. I knew who this quy was the moment I laid eyes on him.

Tertax: "How do you know my name and species."

Diamondhead: "Well…what I'm gonna tell you is farfetched and kind of a long story."

Tetrax: "I think I can manage!" Tetrax said

After I told him my story he was shocked. But he believed me as he knows some about parallel worlds and alternate realities.

Tertax: "I see. I admit it sounds somewhat farfetched but believable. Even from an Impulsive hothead."

Diamondhead: "Impulsive hothead?!"

Petrosapien: "So who are you."

Diamondhead: "My name is Dustin Hogan."

Tetrax: "Dustin. Nice name for a human like you."

Diamondhead: "Thanks. I guess."

Tetrax: " You seem to have a good understanding of the Omnitrix. I'm amazed you mastered it so quickly. I watched your fight with Kraab and Sixsix. So if this universe is a TV show as you call it in your world, I suppose you know why I am hear?" I reverted to normal.

Dustin: "Yes. You need to take the two bounty hunters, Kraab and Sixsix in to custody. And you were hoping I'd be of some assistance, but I think you have some doubts about my partner!"

Tetrax: "Yes! But not just you, but your partner named Ben Tennyson as well.!"

Dustin: "Tetrax! I can promise you we can fight!"

Tetrax: "But not well enough. Neither one of don't have the mental capacity to know the Omnitrix's true powers."

Dustin: "True?"

Tetrax: "Listen to me. The being that transported this device activated every function…"

Kraab: "There you two are!"

Tetrax: "Oh no! They have your friends!"

Dustin: "Let's do this Tetrax!" I became Four Arms.

Tetrax: "No wait! Sixsix has your friends hostage! It would be foolish to attack them like this." I stopped. I knew he was right.

Tetrax: "Assess the situation." I started seeing what was happening.

Kraab: "Turn yourself in, and we can just leave this planet in peace. Understand? Or these three pay the price."

Max: "Don't worry about us, Dustin! Just do it!"

Ben: "I could help, but the stupid thing timed out while I was fighting them!"

Gwen: "Do something!" I reverted to normal, and held both of my hands out.

Tetrax: "No! Dustin!"

Kraab: "That's it…Sixsix!" He dropped them, and as soon as he grabbed my arms, He pressed the Omnitrix button down, and I turned Grey Matter, and jumped on him.

Sixsix: "GRATHDOUGFADSABAH!" He flailed around, but I stuck to him, and climbed onto his jet pack. I broke it open, and he was sent flying all over the place. Tetrax grabbed his gun, and shot at Kraab, knocking him down. Kraab shot back, and Tetrax got on his hoverboard, flew at him, and socked him. Kraab fell down, and I got Sixsix to ram into him, knocking them into the water tower. I then went XLR8, ran towards them, jumped, collected all the water inside, and dropped it all on them, short circuiting their armor so badly they could not move. I ran back to Tetrax.

XLR8: "How was that?"

Tetrax: "Hmm. You assessed the situation, and came up with a strategy to deal with it. I'm impressed." I reverted to normal, and Tetrax used a cube on Kraab and Sixsix. It enveloped them, and shrunk down to a handheld size, with them nowhere to be seen around it.

Tetrax: "I'll be going now."

Ben: "Wait! Don't you want to come with us?"

Dustin: "Im afraid he's at too busy to come Witt us, Ben.

Tetrax: "Dustin's right about that. But we will meet again."

Gwen: "Wait!"

Tetrax: "Yes?"

Gwen: "Thank you, Mr…"

Tetrax: "Please, just Tetrax. No thanks are necessary. Bye to you all." He gave me his hoverboard. He pressed a button on his suit, and he teleported off.

Ben: "That was cool."

Dustin: "My first alien friend. Tetrax. I hope he shows up again sometime soon."

Max: "I hope so, too." Gwen hugged me.

Gwen: "Don't ever leave us alone like that again! I thought we'd die for sure! *Sniffle*"

Dustin: "I won't. I won't be going anywhere anytime soon. Though I want to figure out what Tetrax was saying about the Omnitrix. He said whoever was teleporting it activated everything, but, what is everything?"

Ben: "More aliens?"

Max: "Perhaps." Gwen let go.

Gwen: "Well, We'll find out eventually, I bet."

Dustin: "Yeah. I guess only time will tell."

On Vilgax's ship…

Vilgax: "WHY?! Why does every plan I try fail me!?"

Robot: "It's just too easy for it to fight off these enemies."

Vilgax: "We will meet in battle someday. Those two will regret ever meeting me!"

To be continued…


	6. A Shocking Experience

Chapter 6: A Shocking Experience

Well, things were still going by relatively well, but Ben was up to his average antics, as usual. He was making faces at another kid in the car next to us. As usual, I refused to partake in this part of things he does, unless they seemed interesting enough to pull. This was nothing.

Gwen: "I'm glad you aren't doing this with him."

Dustin: "Oh please… I got over that ages ago." Ben kept making faces, until the kid ate part of his sandwich, and showed it to Ben on his tongue.

Ben: "The seafood special…" I saw him do that, and I prayed Ben wouldn't o something stupid. But bowing him he would. "That's the way this brat wants to play, huh? Well!" Ben turned the Omnitrix on, and changed to Stinkfly. He made large gurgling noises, which scared the living crap out of him. His dad also freaked out, and floored it.

Dustin: "Ben, what the hell?" I said as Ben changed back.

Ben: "What? He deserved it. Little brat. Keep your food to your own friggin' mouth."

Dustin: "Well what you did was nastier than what that kid did."

Max: "Well, whoa!" He stopped, and I slid up to the front.

Max: "That trucks about to explode." It was an oil-carrying truck on fire.

Dustin: "On it!" I went Heatblast, and ran out of the RV, and up to the flaming truck. I absorbed the fire with my powers, then went Diamondhead. I jumped to the top of the truck, and cut a hole on the top of the roof of the truck.

Truck driver: "Thank you." I pulled him out, jumped off, and set him down.

Diamondhead: "No problem, bud."

The kid that made the 'seafood special' said, "An alien! There's one, Dad!"

Diamondhead: "Sorry, no time for autographs! I'm off!" I ran back into the RV, it took off, and I reverted back to normal.

Gwen: "Nice job."

Dustin: "No big one."

Ben: "And, that kid deserved a Stinkfly scare."

Max: "We're heading to the place I wanted to go to."

Dustin: "Which is?"

Max: "You'll know when we get there." Gwen, Ben, and I looked at each other.

Ben: "It can't be much worse than Aunt Vera, right?"

Dustin: "Hush up. I still have half her gelatin pork chop left over."

Gwen: "You ate it for lunch yesterday."

Dustin: "A snack."

Gwen: "By how much you ate, I thought you had a second lunch."

Dustin: "A hero needs to keep his energy up, Gwen."

Ben: "We've noticed."

Max: "Look at the signs, kids."

Dustin: "You'll have a ball with 'it'."

Ben: "'It' is only 3 more miles."

Gwen: "What's 'it' exactly?"

Max: "We'll find out." After three more miles of driving…

We stopped in front of a sign that said Sparksville.

Max: "Here we are, kids."

Ben: "Welcome to Spraksville. Ooooh…"

Dustin: "Oh… my… God! That is the biggest hot dog I have ever seen!"

Voice: "You betcha." I turned, to see a man in a white tux.

Dustin: "Helo. And you are…"

Voice: "I'm the mayor of Sparksville. Welcome."

Ben: "What else is here?"

Mayor: "Almost everything in the world's largest." Yep. The world's largest lightbulb, largest toothpicks, largest chicken, and house of cards was also there.

Mayor: "Stay as long as you wish."

Max: "We will."

Dustin: "Doesn't sound too bad so far. Come on, gang."

Gwen: "Let's get it over with."

We had checked out the planetarium, and a gift shop, where Ben and Gwen got funny goggles, and I got a stuffed hot dog (like a stuffed animal). I got photos with my new camera to make this memorable. We went behind a stand up picture of the farm picture, and I was the dude holding the pitchfork, and Gwen was the woman next to him. We also got hot dogs later, Ben threw a hot dog at Gwen after she sprayed him with ketchup, and I went XLR8 to stop the two from doing anything they might regret. Finally, we came up to a giant rubber band ball.

Ben: "Wow.'It' is this thing?"

Gwen: "Yes. Apparently it is."

Dustin: "Good lord. I seen river band ball before but never this big."

Mayor: "Mind the signs, kids."

Dustin: "Can do." The mayor left.

Gwen: "Don't touch it, don't use electrical equipment anywhere near it… what can we do?" Ben became Four Arms.

Fourarms: "I can have some fun with this bad boy." Ben picked it up, and started throwing it across to one hand to the other.

Ben: "Dude! Put that thing down!"

Gwen: "You'll get us in trouble, Ben! Stop!"

Four Arms: "What the mayor doesn't know won't hurt him."

Dustin: "Yeah Ben! It would!"

Gwen: "Put it down!"

Four Arms: "Hyup! Catch!" Ben kept doing that, which finally made Gwen laugh to it. Until Ben tried holding it with all three other arms behind my back did he lose grip on it.

He caught the rubberband ball, but the town was heavily trashed up. Gwen slapped his back while I punched his bottom left arm.

Four Arms: "Ouch!"

Dustin: "Dammit Ben! Now look what you've done!"

Gwen: "How could you?" I transformed into XLR8.

XLR8: "Chang back Ben! I'll put everything back. Stay put!" I had done that, and we headed off to bed, which all the beds were on the wall.

Max: "Benjamin! Gwendolyn! Dustin!" All three of us fell out of the beds.

Gwen: "Gwendolyn?"

Dustin: "Let's go." We went out.

Ben: "What seems to be the problem, Grandpa?"

Max: "Looks like we had a tornado come through."

Mayor: "No. It was caused by juvenile acts."

Max: "Juvenile?" He looked at all three of us, and I shrugged, but they laughed nervously. We then saw a yellow battery thing fly around all of us, trying to be funny.

Dustin: "Aww… such a cute wittle fella…!" I touched its nose, and it shocked me, sending an electrical surge through my body, which also made the Omnitrix glow yellow, and its silhouette appeared in both mine and Ben's Omnitrix after I fell to the ground. It then gave Grandpa Max an atomic wedgie.

Max: "Ouch! This is not funny!" It had a pleased look on its face, and it pulled Gwen's shirt over her head.

Ben: "Dustin! Go hero!"

Dustin: "That over sided battery's gonna get it!" I got up, and grabbed the Omnitrix, and noticed a shadow was already available. "It's him!" I slapped it down, and became him.

Mayor: "That's a Megawatt. It's something that controls electrical devices, and has a twisted sense of humor."

Omnitrix 2.0: "Actually the more correct term is Nosedeenian. But you are right about the other two factors."

Dustin: "Hmm…! I thought I recognized that little guy!" I shot out electricity at the alien, and it dodged the shot.

Dustin: "From this day forth, you'll be Buzzshock!" The Megawatt growled, and went into a soda machine, and shot cans at me. I flew around each can, and yelled: "That all you got?" It came out, growled, and shot electricity at me. I dodged it, and flew towards it, and punched it. It flew towards a power line, and went inside of it. It traveled through them, and started destroying them.

Mayor: "There goes the power lines. Oh well." Sparks headed down towards people, and I absorbed each spark to save them.

Buzzshock: "Man! I need to get this thing under control before it destroys everything! Ben, a little help!" Ben nodded and transformed into Buzzshock as well. We went into the power line to chase after it, and it flew out through a pay phone, and we flew after it. It stopped in midair, and shot more electricity at us. I got hit by it, and fell down to the ground. It grabbed the toothpicks with its electricity, and threw them down at me and the citizens. I dodged the ones closest to me, but the toothpicks hit many other things before finally stopping.

Mayor: "Not the toothpicks. Oh the humanity."

Gwen: "We have to help those two! At least we know the the green ones are Ben and Dustin!"

Max: "We have to ground it. But how?"

Gwen looked around, and saw the world's largest thermometer.

Gwen: "How about that?" He pointed at the thermometer.

Max: "Good idea!" It was tied to a truck. Max got in, drove it, and dropped it into the ground, with Gwen pushing it off.

Gwen: "Kyle! Ben! Lure it over here!" I turned to see it in the ground.

Buzzshock Dustin: "Of course!" I spit my tongue out at the Megawatt, and it got enraged. It chased me towards the pole, and shocked Ben who took the blow. He fell to the ground. He then used my powers to grab a manhole cover, and threw it at the Megawatt. It got split in half.

Buzzshock Ben: "Yes!" But, it split into two Megawatts. They looked at each other, and laughed.

Buzzshock Ben: "Oh man…" I managed to give them my attention and flew towards the thermometer, and they followed me at top speed. I flew up as soon as they were about to grab me, and they got sunk into the Earth.

Buzzshock Ben: "Awesome job, Dustin!" Ben and I high-fived. He got a bit of a shock though. Ben looked at me being a little frustrated, and I shrugged.

Mayor: "You do know the earth is just one huge conductor, right?"

Buzzshock Dustin: "W-what?"

Gwen: "Oh no…"

Buzzshock Ben: "So… that was a bad thing?"

Gwen and Buzzshock Dustin: "Yes!" Very soon after that, they came out of the ground, at numbers in nearly the hundreds. They each screamed, and destroyed all of the windows, and made everyone, except me and Ben, cringe at it.

Buzzshock Dustin: "Hey! Pick on someone with the same powers as you!" They all looked at me, and shot electricity at me, but it was too much for me to absorb, and I fell to the ground, in deep pain. They all found the planetarium displays, and made a monster out of it. They tried to squash me, but I became XLR8 at the last second. It decided they had no more time for me, and left towards the dam.

XLR8: "Come back here!"

Max: "Wait! We need a plan!"

XLR8: "Like what?"

Max: "We use the world's largest fish bowl."

XLR8: "Of course. That's genius." I became Four Arms, jumped up to the top, and grabbed it.

Gwen: "Where's the dam?"

Buzzshock: "The dam?"

Four Arms: "It supplies a lot of electrical power. Why else would the Megawatts want it?" Buzzshock eventually reverted back to Ben.

Ben: "Let's get over there! Now!"

Four Arms: "Already on it." I was setting up the trap, preparing for the Megawatts' appearance. I then went Heatblast, and went to the top of the dam.

I turned back to normal, and activated my walkie talkie.

Kyle: "Max! I have set up the bulb. Over."

Max: "Acknowledged, Dustin. Gwen, How about you?"

Gwen: "Just fine, Grandpa. We're ready to back him up at any time."

Ben: "Ben here. I'm getting bored. Over!"

Max: "Just wait, Ben."

Ben: "Copy that, Grandpa."

Gwen: "Gwen here. Dustin, good luck big bro"

Dustin: "Acknowledged sis."

The Megawatts now showed up.

Dustin: "Ben, Gwen, Max. I'm going to engage the target. Over."

Max: "Get into position, kids." I activated Heatblast, and shot fire down on it. It looked up at me.

Heatblast: "I suggest you give up! NOW! Or you'll get fried!" It roared, and slammed the dam. I fell down, and became Four Arms. It jumped, and I slammed the ground, then went XLR8, and up to it, and kicked it in the face a bunch of times. It socked me off, and I became Stinkfly, and shot some slime at it. It short circuited. Then I went Upgrade, and merged with it, hoping to force the Megawatts out of the body, but all it did was force me off of it in a puddle form. I became Amoeblob, and it tried to smash me while I slithered along to dodge its feet. Then I went Heatblast, and a fire stream at it again. It slowed down considerably, and then I went Diamondhead. I made my hands blades, then started charging at it. It was slashed across the chest, and it backed up. I went Buzzshock, and launched electricity at the hole. It shocked the whole body, and the Megawatts all flew out. They looked astonished, and went Heatblast to seal up the hole in the body. They looked at me angrily.

Heatblast: "What?" They charged at me, but I fired another fire stream at them. They slowed down, and then I became XLR8, ran over to the covered fish bowl. I stuck my tongue out at them again. They ran for me, I took off the cover, and they all flew into the fish bowl, and I went Heatblast to seal it shut, while Ben and Gwen threw me a lid to seal it with.

Max: "Excellent teamwork on sealing them in."

Heatblast: "Yeah, but I did all the heavy lifting."

Max: "Good job, Dustin."

Heatblast: "Thanks Max." Ben went Four Arms again, grabbed the light bulb, as it would be now, and brought it back to Sparksville. We both became normal after Ben set it down. I took a picture of the massive jar that contained the Megawatts.

Mayor: "Thank you guys."

Dustin: "It's what we do best."

Mayor: "And remember to mind the signs."

Kyle: "Always." I said as I cast a quick glare to Ben to which he got the memo.

Gwen: "You did awesome back there." She hugged my arm.

Dustin: "Like always, Gwen. But I couldn't have done it alone." I said giving her a noogie.

Ben: "So got those pictures?"

Dustin: "Sure do bud." I said as I showed the picture I took. Plus the batter was half dead but luckily it's a rechargeable one.


	7. Kevin 11

**Chapter 7: Kevin 11**

I'm back again. Now, Max was going to check us all into a hotel in New York. I was very excited, because I never went to New York, the only other states I went to were Oklahoma and Louisiana. And had always wanted to go there. Gwen and Ben agreed with me. We were now in it to check in for a room. Ben noticed a new Sumo Slammer video game in the corner. He tugged my shirt sleeve.

Dustin: "What is it, Ben?" He pointed to the new game exhibition.

Dustin: "That's nice. And… what do you want me to do about this?"

Ben: "Become Ghostfreak, and sneak us both in there so I can try it out."

Dustin: "Sorry Ben. But I prefer to stay on Max's good side ."

Ben: "Come on!"

Dustin: "I'm not going to do it. We could get kicked out of the hotel if we get spotted."

Ben: "Fine! I'll go in there myself." He stormed towards the door, but was stopped by the guard.

Guard: "You have a pass?"

Ben: "I'm one of the game testers."

Guard: "No pass, no entry."

Ben: "Oh man!" He stormed towards me again. Ben got an idea and went for his Omnitrix. Luckily I pulled out a small handheld remote out and pressed the but on.

Ben's Omnitrix: "Omnitrix in Shut Down Mode!" Ben was surprised by that.

Dustin: "Nice try Benny boy." I said as I held the remote.

Ben: "Stop calling me that. And what did you do?"

Dustin: "I shut that it down using this. Omnitrix remote control! A little something I came up with. And I used Grey Matter to make this bad boy."

Ben: "Not cool dude!"

Dustin: "I expected this would happen again. Just wait for the game to come out."

Ben: "But it'll be Christmas by then!"

Dustin: "Get used to it! And until you learn to use that thing more responsibly, that watch is gonna remain off."

Ben: "What! Oh come on. Give me that." Ben snatched the remote and pressed the button, only it didn't work.

Ben: "Is this thing broken or something?"

Dustin: "Nope! Its working fine. Its just a DNA lock I installed in it. Only I can use that remote."

Ben: "Come on Dustin, turn the Omnitrix back on."

Dustin: "Tell you what. If you behave I'll turn the Omnitrix back on. Deal?"

Ben: "Fine!" He turned away from me, and crossed his arms.

Dustin: "It's for your own good, Ben." I then walked towards Gwen and Max. Ben followed, but didn't say a single word to me or look at me.

Max: "What's wrong, Ben?" Ben stayed quiet, with the same angry look.

Max: "Dustin?"

Dustin: "He wants to go Ghostfreak to sneak in to try out the new Sumo Slammer game. Luckily I built this Omnitrix remote control in case he pulls something like that."

Max: "I thought you had enough after you got the gold card from him."

Ben: "But this is different, Grandpa."

Max: "No it's not. Dustin was right to build that remote."

Dustin: "I told Ben I can turn the Omnitrix back on if he can learn the meaning of responsibility."

Gwen: "It's a good thing Dustin made that remote Ben! We could have gotten kicked out!"

Ben: "Whatever." He walked in to the elevator with us, and we had a room that was shaped just like a living room. It had a TV, a table, a sofa, a kitchen, and a separate hallway for the bathroom and the bedrooms. We checked out the bedrooms, and they had a room with a bed for two, and the other bedroom had a bed for two. We were completely set! The bathroom even looked amazing. It even had a balcony above a pool down below.

Gwen: "This is so… amazing, Grandpa!"

Dustin: "Sweet pad alright.."

Ben: "It's cool."

Max: "Now for sleeping arrangements later on tonight…"

Dustin: " I can sleep on the couch." Max looked at me.

Max: "I guess you'll be sleeping with Gwen then, Ben."

Ben: "I'd rather sleep with you Gwen." He gave me a 'death' stare. I didn't pay attention to it as I set up my sleeping pace on the couch.

Dustin: "Nice place I'll admit."

Gwen: "Sweet!"

Max: "Now, let's get settled in to the rooms." Gwen called the room to the right, and she set her bags down while I helped her. Ben and Max set their bags down in the other room. Gwen was later looking out on the balcony with me, while Ben watched TV, and Max was making lunch.

Gwen: "Dustin, this is an awesome view, huh?"

Dustin: "Yep. Sure is Gwen. Sure is." I was looking out at the city, which looked pretty nice. Although they blocked some other things, it was definitely a good view to the road and pool below. I took a quick picture with my camera as I was gonna upload it to a laptop I recently bought.

Gwen: "Yeah. This is just… awesome."

Dustin: "Oh yeah. If only my family back home were here to see this."

Gwen: "You still have them on your mind?"

Dustin: "Yeah. I still wonder how their doing without me."

Gwen: "I'm sure they're worried about you."

Dustin: "Yeah. I lived in Texas in my world. The only others states I've been to are Oklahoma and Louisiana. The pool looks cool… The roads are full as always… the works of New York City, I guess." Gwen sighed, and looked on happily ahead, with her head in her arms on the balcony. I stood up, leaning on one arm looking around.

Ben: "I'm going out."

Max: "Where?"

Ben: "Out. On the streets."

Max: "Get your room key first, Ben." From what we heard through the curtain, Ben grabbed something, and headed out. We headed back in.

Max: "How was watching the city?"

Gwen: "Cool."

Dustin: "The view is just nice man."

Max: "Ben just went out. Can you both keep track of him?"

Dustin: "No problem. Someone's gotta make sure he doesn't do something dumb."

Gwen: "No problem." We both grabbed our room keys, and went after Ben. After a little bit of searching, we found him in an arcade, playing a baseball game. We both walked in.

Ben: "Hey! This game is rigged!"

Guy: "Play at your own risk, kid."

Ben: "Darn it."

Dustin: "There you are!"

Ben: "Hey." He sounded irritated.

Dustin: "Is it me or the game your irritated about?"

Ben: "This stupid game. Said game over as soon as I started it."

Dustin: "That's a rip off. They should at least fix it."

A voice: "Yeah. The people here are like that." Ben, Gwen, and I looked up at a kid with black hair, a black shirt that looked like its sleeves were torn, and a necklace of some sort. I looked at this kid and I had a bad feeling about him. I know exactly who this kid is. It was Kevin Levin, aka Kevin 11.

Dustin: "What happened to customer service?"

Kid: "Don't exist here. That's for sure."

Ben: "Oh yeah."

Gwen: "I think we should be taking you back now, Ben. Lunch is going to be done soon."

Kyle: "Yeah, man." I said looking at the kid.

Kevin: "Well, you might as well play a bit before you head back." He touched one of the arcade games, and pushed an electrical surge through it, forcing out coins. Ben and I immediately picked up as many as we could. But I still couldn't rust him

Kevin: "Name's Kevin. You guys?"

Ben: "I'm Ben. They're Dustin, and my cousin Gwen."

Dustn: "Charmed I'm sure." I said feeling a little uneasy around him. Gwen noticed but decided to talk to him.

Gwen: "How can we repay you?"

Kevin: "Nothin'. Just helping out people." Some other punks started to come up from behind Ben.

Ben: "Wanna go on a 2-player together?"

Kevin: "Nah. Maybe later. I gotta go." He started heading off, when those punks caught him.

White punk: "Hey, Kevin."

Kevin: "Hey, guys. How's it been since I trashed your last hideout?"

Black punk: "You'll pay for that, Kevin!" He punched Kevin.

Ben: "Hey! Leave him alone!"

Blue-haired one: "Oh. What you gonna do 'bout it?" I charged at them, and Ben went to assist me, but we were both easily tossed back. Gwen also tried to help after I was tossed, but she was easily thrown back, as well.

Green haired one: "Pick on someone your own strength, and remember to stay out of this, kid."

Black punk: "And you need to work out more four eyes."

Dustin: "Dammit! That's it you sons of bitches." I pulled out the remote and pressed the button.

Ben's Omnitrix: "Onnitrix now available!" Ben looked at me.

Dustin: "Let's whip their asses!" I rushed in again, but had similar results.

White one: "Oh what are you two gonna do pal."

Dustin: "You're about to find out little bastard!" We flipped the watch on, and I transformed into Ghostfreak while Ben transformed into XLR8. Ben quickly quickly whooped each one of their butts while I opened my skin to reveal black and white tentacles, scaring them Shirtless. They ran off screaming in fear, while Kevin was unharmed.

Kevin: "Cool! How'd you do guys that?"

XLR8: "It's an alien shapeshifting device."

Kevin: "Awesome! What else can you turn into?"

Ghostfreak: "None of your business." I said as we both reverted to normal.

Gwen: "Ben, We have to go."

Ben: " Come on guys, I'll be fine." He was thrown against an arcade game.

Gwen: "You sure?"

Ben: "Yes."

Dustin: "Ben, I don't rust this kid. We need to go. Now." I said feeling worried for Ben's safety.

Gwen: "Okay Dustin. Let's just go before you blow a gasket." She left with Ben back for the hotel.

Ben: "Youre not my dad Dustin."

Dustin: "Okay Tennyson! Fine! But if he gets you into any trouble, don't come crying to me!" I said as I stormed off. Gwen followed me.

Ben's POV

Kevin: "Jeez. What's up with him?"

Ben: "Don't know. Don't care. So where do you live?"

Kevin: "I'll tell you on the way." I reverted to normal, and we were walking towards Kevin's place.

Ben: "So, how'd you get your power?"

Kevin: "Born with it. I'm an energy sponge. I can absorb electricity and send it back out when I want."

Ben: "Like Buzzshock! Cool!"

Kevin: "Buzzshock?"

Ben: "My newest alien form."

Kevin: "Nice. I'm gonna like you." We got to an abandoned subway sector with the place being decorated like a bedroom with a TV and everything.

Ben: "This is your place?"

Kevin: "Yeah. My parents kicked me out after I discovered my powers. I'm a freak."

Ben: "Well, Dustin, Gwen and my grandpa still accepts me."

Kevin: "You're lucky. That's for sure."

Ben: "I guess so…" I couldn't help but feel sorry for him.

Ben: "You want me to stay with you so you can have some company?"

Kevin: "Nah. I'm okay. But thanks. You're cool."

Ben: "Thanks, man."

Kevin: "I'm gonna go out tonight. Wanna come?"

Ben: "You got anything to eat?"

Kevin: "Of course." He brought out a pizza box, and I immediately smacked my lips together.

Ben: "Oh, I'm in, Kevin." I started chowing down, and so did Kevin.

Dustin's POV

Back at the hotel room…

Max: "Where's Ben?"

Gwen: "He's taking a walk, Grandpa."

Dustin: "Yeah. He'll be back."

Max: "I hope so. I made flodderworms especially tonight if anyone's hungry."

Dustin: ' _Ben, please come back soon_.'

Gwen: "Hey Dustin, what is it with Kevin that makes you so worked up?" Gwen whispered to me. I took a deep breath and decided to tell her.

Dustin: "Kevin is basically an energy absorber. He's half human and half of an alien called Osmosian. Osmosians can absorb energy and matter. Kevin can even absorb the powers of othets. He eventually becomes a mutant amalgamate of many Omnitrix aliens.

Gwen: "But if he is a bad as you say, why did you and Ben save him?" I just looked a her with a smirk.

Dustin: "No spoilers Gwen. You'll no why in the next five years or so."

Gwen: "Why that long?" I just didn't answer other than "no spoilers".

Gwen: "Well should we go help him out?"

Dustin: "No Gwen. Hell figure that out soon."

Ben's POV

they went to a barge.

Ben: "What's here?"

Kevin: "The new Sumo Slammer game."

Ben: "I kept begging to sneak in and get it back at the hotel."

Kevin: "Then let's get a copy."

Ben: "I'm in." I went Ghostfreak.

Kevin: "Awesome!"

Ghostfreak: "Hold on." I turned him and myself intangible, and we phased through the wall to the inside. I then went Wildmutt.

Kevin: "Alright! But how is this gonna help?"

Wildmutt: "Roar!" I pointed to my back, and Kevin got on. I sniffed around, and started walking near boxes, looking for video game packages on top of boxes. I stopped on a box that looked like it said Sumo Slammer right under it, then roared again. Kevin got off, and I went Diamondhead, and cut the box open.

Kevin: "This keeps getting cooler and cooler."

Diamondhead: "I know." I grabbed two packages, and handed one to Kevin.

Kevin: "Now, let's get outta here. We could get spotted." I went Ghostfreak again.

Ghostfreak: "No we won't. Not as long as I'm like this." I became intangible and invisible, then grabbed Kevin, and went through the wall again. I went Stinkfly, and grabbed him, and got him on my back.

Kevin: "You're awesome, man!"

Stinkfly: "I know."

Kevin: "But you wreak!"

Stinkfly: "Sorry…"

Kevin: "Whatever. At least I got this thing now." I then heard gunfire. I dodged the shots.

Kevin: "What was that?"

Stinkfly: "Bullets. We have to get movin'!"

Kevin: "Hurry man! You're the one flying!" I dodged the fire repeatedly, and swerving all kinds of ways, and Kevin held on to me as tight as he could. Helicopters were still chasing us. I then tried flying lower to the ground to get them off our tails through a road, but they still fired at us. I went XLR8, and zoomed all the way back to Kevin's pad.

Kevin: "Successful mission. Nice job changing forms around for infiltration and escaping, dude."

XLR8: "Now, I'm gotta get back. Its been fun."

Kevin: "Alright, but be back soon."

XLR8: "Why?"

Kevin: "We have one more plan to pull tonight."

XLR8: "'Kay." I zoomed off to the hotel, reverted back to normal, and used my room key to get in when I was at the hotel.

Dustin's POV

Max: "Awfully long walk, Ben. What's up?"

Ben: "Oh nothing much."

Dustin: "What do you have Ben?" He pulled out the Sumo Slammer game from behind his back.

Dustin: "How'd you get that?" He walked up to him with a glare.

Ben: "I went special shopping. Don't worry."

Dustin: "Well at least you won't top pestering me anyomore." ' _More like Kevin stole it for ya!'_

Max: "We're eating flodderworms tonight."

Dustin: "Okay." We ate the flodderworms, which were my favorite thing that Max cooks. Ben and Gwen started to get used to it, and ate some.

Max: "Alright. It's time to turn in."

Ben: "I'll be out again."

Dustin: "Doing what?"

Ben: "A night stroll. I'll be back for at the most breakfast tomorrow. Don't worry."

Max: "Okay, but be back by midnight at the latest."

Ben: "Understood." He went Ghostfreak, and phased out the window.

Ben's POV

Some 15 minutes later, I zoomed in as XLR8 into Kevin's pad.

Kevin: "'Bout time." I reverted back to normal.

Ben: "Sorry, Kevin."

Kevin: "Ah, whatever. Let's go." We went to another part of the subway system.

Kevin: "Give me a boost, Ben." I lifted him up to a lamp, and he absorbed its power, then changed the rails direction.

Ben: "What's gonna happen? What's the plan?"

Kevin: "Two trains are gonna come by here. One with money, and one with passengers. They'll collide, and then we get tons of cash. We'll grab it with you as XLR8 to grab everything quicker."

Ben: "Wait a sec, Kev. People will get killed."

Kevin: "No pain, no gain, Ben. That's just how it is sometimes."

Ben: "Wait! No! I refuse to do this!" I ran towards the rail changer, but Kevin shocked me off of it.

Kevin: "Look, we're partners now. If someone gets hurt because of one of our plans, don't worry about it. It's not our problem."

Ben: "I can't let innocent people get hurt regardless of your plans."

Kevin: "We're doing it."

Ben: "I'm stopping it." I slammed the face down, and transformed into Heatblast.

Kevin: "No you're not!" I threw a fireball at him, but he grabbed me, and started sucking something out of me. After he was done sucking energy, he flew off, and I went to see if he was okay, but a fireball was thrown at me, and there was Kevin, with a Heatblast head and right arm. Half his body was literally Heatblast, even with a rock on his left arm.

Heatblast: "Kevin! How did you…?"

Heatblast Kevin: "Sorry, Ben, but this will go according to plan." He shot a fire stream from his one hand at me. I jumped over it, and kept tossing fireballs at him, but he took each shot like it was nothing, and attacked again. I was blown into the wall.

Heatblast Kevin: "I'll make sure you pay for going traitor!"

Heatblast: "I just wanted to keep people from getting hurt!"

Heatblast Kevin: "Sorry, Ben. That doesn't matter right now!" He socked me with his Heatblast arm, and I fell through the wall. He then hopped on top of me.

Heatblast Kevin: "Any last words, traitor?"

Heatblast: "Nope." I went Amoeblob, and slithered under him. He shot fireballs at me, but I was unaffected, as Limax aliens love heat, but he was too stupid to notice it. I went Diamondhead, and tried sealing him in the hole, but he jumped out, and socked me with his Heatblast arm again. I fell over, and got up.

Heatblast Kevin: "Come on, man. This is way too easy for me." I shot Diamond shards, but he melted each one with fire breath.

Diamondhead: "No way!"

Heatblast Kevin: "Oh yeah! I'm so awesome, and much better than you or your friend Dustin!" I went Stinkfly.

Stinkfly: "Oh yeah?" I shot slime at him, and his flames seemed to go out, but he re-ignited almost instantly.

Stinkfly: "No way!"

Heatblast Kevin: "Yes way, idiot!" He launched a fire stream again, and I went Four Arms to absorb the fire. I charged through it, and slammed him into the ceiling. He fell back down, and I heard the train come. I ran over to the switch, and changed it, setting the trains free, but Kevin was nowhere to be seen after that. I went Ghostfreak, and went invisible and intangible again to warn them of Kevin's attack.

Dustin's POV

At the hotel,…

Max: "Where is Ben? He's been gone too long."

Gwen: "I'm sure he'll show up any minute now."

Dustin: "Yes. He will. Count on it."

Creepy voice: "I'm here now, guys!" I rematerialized as Ghostfreak in front of them.

Max: "Ben, why were you out so late?"

Ghostfreak: "Well, I made a new friend named Kevin. He was a cool guy, but made me try to steal money from two colliding trains. I tried to stop him, but I really couldn't, and he is on the loose now."

Dustin: "Now you understand why I felt uneasy around him."

Max: "You knew about this?"

Dustin: "Yeah. Kevin can absorb energy, solid matter, even the powers of others. No doubt he absorbed the powers of one of Ben's aliens. And I suspect he's planning on using them for mayhem. I wanted Ben to figure that out on his own."

Ghostfreak: "Yeah. I'm sorry I didn't believe you Dustin." He said as his one showed a sad expression. I couldn't stay mad at my friend and partner.

Dustin: "You're forgiven Ben." I placed a hand oh his shoulder.

Max: "Now that we got that taken care, we have to stop Kevin. Who knows what he's doing now."

Dustin: "You and Gwen take the RV. Ben, you and I are gonna go searching for him." I said a so turned into Ghostfreak.

Ghostfreak Ben: "You got it." We both vanished through the wall, and Gwen and Max went out to the RV. After a while, we saw the punks from the video arcade running from something on fire.

White one: "Calm down, Kevin. Please?"

Heatblast Kevin: "I will not be calmed." He changed back.

Kevin: "My Heatblast power! No!"

Ghostfreak Ben: "There you are." He turned to see me, then Ben went Diamondhead and I went Four Arms.

Kevin: "There you are, Ben. Back to settle the score I see. And looks like your babysitter is here as well."

Four Arms: "Just leave them out of it."

Kevin: "Fine by me. I wanted to kill Ben first anyway!" He ran up to Ben, but I got in front of him. I tried smacking him, but he turned into a hideous mix of himself and Four Arms.

Four Arms: "Crap!" I ran for him, but he grew a giant arm, and socked me with it, then grew another large arm, so he has 6.

Fourarms Kevin: "You both are in so much trouble, freaks!"

Diamondhead: "We'll beat you so bad, you'll have to go back home to your parents."

Fourarms Kevin: "Really?" We ran towards each other, and banged our fists together.

Fourarms Kevin: "I'll take all of your alien powers, dweeb!"

Four Arms: "Over our dead bodies you will!" I pushed him away, and started rushing for him again. I socked him, and he flew into a wall. Diamondhead sealed him down, then he broke out, and punched him across the face. I went Wildmutt, rolled up into a ball, and spun back around, firing the quills on my back as I rolled. He was stunned a bit by the attack, the I jumped up, and slammed his face down. Ben went Four Arms, and slammed him into the pole. He came out, and punched him in the gut, then slammed me with his four smaller arms over and over again. I went Anoeblob, slithered under him, and then I went Stinkfly, and tried a full body tackle, and he fell for it, and was sent back a few inches. Then Ben went Heatblast, and shot fire at him. He jumped over it, and he went XLR8 to dodge, then come back to barrage him with kicks. Although he flung Ben off, he went Wildmutt, and jumped back towards him. He was hit dead on in the face. Ben and I both went Foura Ams, and completely overwhelmed him with punches. Four Arms Kevin was on the ground panting.

Fourarms Kevin: "I give, okay? I'm sorry."

Four Arms Ben: "You want me to lighten up on you?"

Four Arms Kevin: "Yes. A bit." Ben and I transformed back to normal.

Ben: "How about you come with us? We'd squeeze you in."

Fourarms Kevin: "I was wild with power. I'm sorry. It's too late to change back."

Ben: "No. You can still be good." I held out my hand, but he then grabbed it.

Dustin: "Dammit!"

Four Arms Kevin: "You are so gullible! I can't believe you fell for that act! Now gimme that watch!"

Dustin: "It's stuck to his wrist! It doesn't come off!" It emitted an energy pulse at him, sending him away. I ran to Ben and luckily he was okay. Kevin turned back to normal.

Kevin: "No! Impossible!" He ran off in fear.

Dustin: "That's right! You'd better run, boy!" I looked at Ben and he looked down.

Ben: "I just wanted to help Kevin out. I thought he could change." I placed a hand on his shoulder and he looked up at me. I had a smile on his face.

Dustin: "Don't worry Ben. Hell come around eventually. I know he will. And I'm really proud of you Ben! You really have showed me you can use your Omnitrix for non-selfish reasons."

Ben smiled and bro hugged me. I bro hugged him back with a smile.

Max: "We're here, guys! Where's Kevin!?"

Ben: "We beat him, and he ran off."

Max: "Nice job."

Gwen ran over and hugged both me and Ben.

Gwen: "I was worried about you…"

Dustin: "Oh please, Gwen. What could happen?"

Ben: "No need to get mushy Gwen."

We checked out of the hotel the next day, and drove off.


	8. RoboGal

Chapter 8: RobotGal

Now, we were at a gas station, filling up the RV with gas. I was leaning against it, enjoying the day so far.

Gwen: "Dustin?"

Dustin: "Yes, Gwen?"

Gwen: "About Kevin. Are you sure hell friend to us five years later?"

Dustin: "No doubt Gwen. I'm sure of it."

Max: "Ah… Ben?"

Ben: "What?" Max pointed to the RV. In the window, it clearly said, "Wash Me" with some smiley faces around it.

Max: "Well, Ben, that's some nice artwork."

Ben: "Thanks, Grandpa." Just then, an explosion was heard.

Gwen: "What the heck?" An armored truck got blown up, and we saw three people on motorcycles. One had a blaster.

Dustin: "Ben, get ready to go hero. Gwen, hide."

Gwen: "You don't need to tell me twice!" She ran in to the RV, and me I turned to Diamondhead while to Four Arms. Ben jumped into the air, and slammed them down of the bikes. Two of them charged towards us, but I easily threw diamond boomerangs. The last one shot another laser, but I dodged it, and grabbed the blaster, and ripped it in half. The person grabbed a chain, and lassoed my arm, but I pulled the person up, and socked them in the helmet. The other two grabbed some pistols, and shot, but each shot jumped off my skin, making only tiny cracks. Ben ran for them, and slammed them into the ground. I then transformed into Stinkfly, and shot some super adhesive goop to keep them held down. The last one charged at me with a crowbar, but Ben went Wildmutt, jumped over it, and slammed the person against the wall. The person then dropped the crowbar. Ben then went back to Four Arms, and pulled the helmets off of two of them, showing that they were girls.

Four Arms: "This is new." He was shot in the back by another blaster, by the third person, who was also shown to be a woman.

Joey (girl's name): "What? You never fought girls before?" I went XLR8, zoomed towards her, grabbed the blaster, and threw it to the ground, where I went Diamondhead again to step on it.

Joey: "No!" Just then, two robot drones flew out of nowhere, and shot at me and Ben. I shot Diamond shards at the both of them, destroying them.

Four Arms: "Any last words before you go to jail, lady?"

Joey: "Yes!" She pulled out another blaster, and fired right above the RV, sending the whole structure to be falling down upon it. I ran over, and caught the ceiling just in time, unfortunately, letting Joey escape. And another unfortunately thing was, Max could not be saved in time by us.

Gwen: "Grandpa?"

Diamondhead: "Dammit!"

Four Arms: "We need to call 9-1-1!"

Diamondhead: "No time! There's a hospital nearby. I'll get us there." Four Four Arms, and grabbed Gwen and Max, and started hopping towards the hospital. I went Stinkfly and led him. When we got there, though, things could have been better for him.

Doctor: "He has a concussion, several lacerations, and a broken leg. He'll be here for a few days. And he was hit by a… big rock. Did someone hurl a boulder at him?"

Ben: "Actually, the ceiling from the top of a gas station hit him."

Doctor: "Oh, kids. Having a good imagination helps you cope with things."

Dustin: "But, he's okay right?"

Doctor: "Yes. He's strong for someone his age. I'll check up on him later."

Gwen: "Good."

Dustin: "Thanks doc." The doctor left the room.

Ben: "Great. If only I…"

Gwen: "It wasn't your fault."

Ben: "Yes it is, Gwen. I could've done something! But, I didn't see that…"

Dustin: "The doctor said he'll be okay. Don't worry."

Ben: "I know." Ben covered his face with his hands.

Gwen sat right next to me, and I was right next to Max's bed, still looking worried for him, as we all were.

Dustin: 'You damn bitch! I'm not one for hitting a girl, but if we ever cross paths again, I'm gonna pummel you so deep into the ground you'll be seeing hell.' I thought as I clenched my fist.

Out at the wreckage, Joey was still there, and she was looking through the wreckage of the robot drones.

Joey: "Where'd these freaks come from?" She picked up a head, and it inserted something into the back of her neck. It triggered a transformation, and she looked like a cyborg version of herself.

Rojo: "This is new."

Cops: "Freeze! You're coming with us!"

Rojo: "I already did my time!" Two laser pods extended from her shoulders, and she destroyed the cars. The cops fled the scene.

Rojo: "Sweet." She flew out to steal some jewels with her new powers.

Rojo: "Give me the loot! NOW!" She was given jewels, but she easily cracked them in her bladed fingers.

Voice: "This is not what you are designed to do! Deliver the Omnitrix to me!" She looked like she was having a seizure on the outside. We go to inside her mind, and see Vilgax.

Vilgax: "Deliver both Omnitrixes to me, or you lose your meaningless life in a heartbeat!"

Rojo: "Get out of my head!"

Vilgax: "You will carry out your programming you worthless excuse for a criminal!"

Rojo: "I work for me, and me alone, squid-face!"

Vilgax: "You will regret those words very soon, I promise you." She got a huge shock to her system.

Vilgax: "Defy my orders, and you will die!"

Rojo: "Fine. What do you want from me?"

Vilgax: "Were you not listening?"

Rojo: "The Omnitrixes? How am I supposed to find those damn things?"

Vilgax: "Excellent. You have the programming to find them, now do it!"

Rojo: "Yes." She snapped back to reality, and flew out to search for it.

Back at the hospital, Ben and I were looking back at Max's body, with Gwen's hand on my back and my hand on his shoulder.

Dustin: "He'll be okay. Trust me. We've never steered you wrong before, dude."

Ben: "Yeah. I know, Dustin." Dustin still sounded disappointed in himself.

Gwen: "Well, Dustin and I were talking earlier about the bad guys you took down, and Dustin said you shouldn't have been kicking those girls' butts."

Ben: "They deserved it. In the hero biz, it doesn't matter if your enemy is a boy, girl, man, or woman. You kick their butts."

Dustin: "That's not how being a hero works Ben."

Ben: "Well, to me, that's exactly how it works." Ben walked out of the room, and turned the Omnitrix on.

Gwen: "What are you doing, Ben?"

Ben: "I'm gonna go Ghostfreak. Get in his mind, hopefully wake him up."

Gwen: "I wouldn't."

Ben: "Ben, that is not a good idea."

Ben: "Why? Should I go Upgrade on his life reading system and wake him up that way? That's just gonna hurt him."

Gwen: "Let him recover normally. Who knows what kind of side effect Ghostfreak would have on Grandpa?"

Dustin: "Gwen's right Ben. Just let him rest."

Kyle: "But… I have to do something for him." Ben slammed the faceplate down, and went Ghostfreak.

Gwen: "Fine, but be careful. Please. For Grandpa's sake."

Dustin: "What? Gwen are you sure?" I asked her as she nodded.

Ghostfreak: "I will, Gwen." Ben was about to go into his mind, when we heard an explosion outside. I then became Ghostfreak as well, grabbed Gwen immediately, and flew outside with intangibility with her as Ben followed.

Gwen: "What was that?" I put her down as she said this.

Ghostfreak Dustin: "I don't know, but we'll deal with it. Ben, get ready for action." We both turned invisible, and started searching for the source of the explosion. Some rocks were falling down in an avalanche onto the hospital. I went Diamondhead, and created a diamond wall to stop the rocks, but they all turned towards a bridge in progress. Then we both went XLR8, zoomed past the rocks, then Ben went Heatblast to create a path for all of the rocks to fall down through.

Rojo: "Gotcha!" She flew at is, and caught Ben. He created a fire shield around himself to blow her off, then he created a flameboard to ride on. She continued on this by shooting lasers at him. He dodged each one, sometimes throwing fireballs back at her. At one point, he disappeared with an explosion, which sent him flying over her, then I went Grey Matter, and landed on her back, climbing along the back of it. She found me, and grabbed me, but I then turned Stinkfly, and sprayed goop in her face, blinding her, tackled her, then sped towards the ground. I then went Diamondhead, and then slammed her into the ground at maximum force. She threw me off, and continued to shoot lasers at me. I deflected each one in different directions, Ben as Heatblast landed and went XLR8, zoomed towards her, and she tried taking off into the air again, but he jumped, and went Four Arms, and slammed her into the ground again. Ben was to big for her to throw off, and she kept taking his brutal punch attacks, until she shot lasers at him at point-blank range, then he backed up a bit, and she was slashing at him with her claws. I turned my fingers into claws, and we started having a 'claw-fight'. She punched me, then I kicked her, sending her flying off a bit, then I went Buzzshock, and sent electricity flying at her. She nearly short circuited, but shook off some of the shock, and started shooting at me again. I dodged each shot.

Buzzshock: "Geez. You're a lousy shot." She growled, then started charging at me. She kept trying to slash at me, but I dodged each slice through the air, then placed my hand on her back, and sent another surge of electricity through her. She fell to the ground at that much electric force.

Buzzshock: "Being a cyborg doesn't really help you against me."

Rojo: "You are as annoying as hell!" She scratched at me, but I dodged by flying up. She tried activating her flying power, but could not fly up really high. I was about to charge one more electric surge at her, when I saw a truck leaking oil right near her. Luckily Ben went Heatblast, then snapped my fingers. This sent some fire near the truck, and the truck exploded, sending her flying off. Ben and I both took off back to the hospital, and saw Gwen still waiting outside.

Gwen: "How'd it go?"

Heatblast: "Not bad at all. I owned her."

Buzzshock: "Big time. But she was taken over by Vilgax's drone tech.

Heatblast: "How do you know?"

Buzshock: "TV show. Remember? Plus didn't the tech on her body seem familiar?"

Hetablast: "Oh yeah." Ben's Omnitrix timed out and reverted him back to normal.

Gwen: "Well, let's get back in." I went Ghostfreak, and phased us through the wall up to Max's room. He was awake.

Max: "I saw your fight in the news, boys." I reverted to normal.

Ben: "I know. I was awesome."

Dustin: "As usual."

Max: "But, are you sure you finished her?"

Ben: "Pretty. I don't see how she could get back up after being short circuited by Buzzshock, and launched into the air into some jagged rock."

Dustin: "I don't know about that Ben. That woman's pretty tough. Even if she was posessee by Vilgax's tech."

Max: "What?"

Dustin: "Believe it or not Max, she was possessed by the tech of Vilgax's drones. She's even more lethal in this state. No doubt Vilgax as a god hold on her."

Ben: "Grandpa, I'm…"

Max: "Save it. You two really couldn't stop the ceiling from hitting me."

Ben: "I know, but, we're superheroes, and…"

Max: "If I know everything from being a Plumber, it's this. You can save some of the people some of the time, but not all of the people all of the time."

Dustin: "He's right Ben. You can't save everyone."

Ben: "Of course."

Back with Rojo, who apparently survived.

Rojo: "That was way too hard! I can't beat those two! Not as long as one of them can turn into that electric guy."

Vilgax: "You will defeat them, and bring them to me, dead or alive!"

Rojo: "I'm out."

Vilgax: "I can end your life as quickly as I want to! Now fulfill your programming!"

Rojo: "AAAAAGGGGGGHHHHHHH!" She was being shocked by the program Vilgax installed.

Rojo: "Fine. I will."

Vilgax: "Now, get them to come to you!"

Later, everyone besides Ben was asleep. He finished writing a note, then went Ghostfreak, and phased out of the hospital.

Ghostfreak: "Why did this thing have to split in to and attach to me and Dustin." Ben continued into the sky, turning invisible as well as intangible to search for Rojo at night. Gwen and I then woke up at the hospital to find the note.

Gwen: "Dear Dustin, Gwen, and Max, I left to go after the bad guys myself. I don't want to get you guys in more danger than you need to be in. I'll find you guys when I finish off the guy sending out these robots at us so I can be sure you'll be in as little danger as possible. Don't try and look for me. Please, stay right where you guys are until Max heals up. Do NOT attempt to look for me. I cannot stress this enough, signed, Ben.

P.S. Dustin, don't take this the wrong way. There are something I must do by myself. You are a good partner but I must do this alone."

Dustin: "Oh no! We have to go get him!" We ran out of the room, taking the note with us, and putting it in my pocket. We found some ambulances loading up with stuff, and ran into one. We stayed very well hidden under a low shelf.

Ben's POV

I had found some tanks in the road shooting at something, and went down lower to see what it was. It turned out to be Rojo.

Ghostfreak: "Finally!" I turned Heatblast, and shot her with a stream of fire. She shot lasers at me, stopping it, and ran for me to smash me. I went XLR8 to dodge her attack, then jumped up, and repeatedly kicked her. She grabbed my tail, and threw me. To this, I went Wildmutt, grabbed a streetlight, spun around, and came back. I slammed into her as a ball, then went Four Arms to slam her harder into the ground. She got up, and we started swinging our fists at each other. She was hitting me more than I was hitting her, so I went Diamondhead, and turned out doing more damage to her, because I couldn't feel a thing from little punches from her. She kicked me in the groin, then punched me to the ground. She tried using her lasers, but I went Amoeblob to sink under and around her. I then turned Heatblast, and shot more fire at her. She ran right through the fire, and slammed me into the sky. I shot myself back down, then went Diamondhead again in a diving pose with both hands in front of me. I did exactly as I wanted, and slammed her like a meteor. We were deep into the ground, then some fire shot up from the crater, making her land one the ground, looking very severely beaten down. I came out as Heatblast.

Heatblast: "Why won't you just give up?"

Rojo: "I can't. Not until you and your friend are both dead!" She shot her lasers at me, and sent me flying a few feet. But I quickly recovered, and went XLR8, zooming towards her, then running around her in a tornado, punching and kicking her, with tail whips going at her. She finally caught my tail at one point, and I went Buzzshock, and short circuited her.

Rojo: "Not you again…"

Buzzshock: "Oh yeah, tuts! It's me! Buzzshock!" I sent another electric pulse at her, and she couldn't even move, so I decided one more shot would finish her, when I saw an ambulance come up. Gwen and Dustin got out of it, and started rushing in.

Gwen: "Ben!" I went XLR8 again, then grabbed both, and hid in an alley nearby.

XLR8: "What the heck are you guys doing here? You're both in danger!"

Dustin: "I'm your partner! You can't just leave me like that! Plus I have an Omnitrix like you too!"

XLR8: "I know we're partners, but…"

Gwen: "Don't give us that crap right now! I may not have powers like you or Dustin, but the least I can do is be right by your side in your fights! Like I Dustin, Ben, 100% of the way!"

Dustin: "She's right Ben. Like it or not, were all in this together. Were a team. There's no I in team.

XLR8: "Heh. You're right guys. 100%. I forgot about that, didn't I?"

Gwen: "Yes. You did."

XLR8: "But what about Granda?"

Gwen: "He's still sleeping as far as I know."

Dustin: "Now how about I help you kick Robot Bitch's tin can?"

XLR8: "Ill need all the help I can get." I said as Dustin transformed into Heatblast.

Gwen: "Wait! Shouldn't you have timed out by now?"

Dustin: "Well I may have used Grey Matter to remove the limiter from his Omnitrix. So he doesn't has no need to time out."

Gwen: "Oh."

XLR8: "Well, I need to get you to a safer place." Some laser fire went off near us.

Rojo: "Their you boys are. Looks like one of you has a girlfriend. Hope you don't mind me butting in!" She shot more lasers at us from the air. I quickly grabbed Gwen again, and zoomed off to safety, but not before Dustin fired some fireballs at her and followed. I found a gym, ran in there, set her down, and we both changed back.

Gwen: "She found us! How?"

Ben: "I didn't shock her that bad, I guess."

Dustin: "Its because of the drone tech in her system."

Ben: "Oh man! We're toast now!"

Gwen: "Why?"

Ben: "Because, as badly as I can own her, she doesn't seem to die! Or at least stop!"

Gwen grabbed her cell phone, and started dialing.

Dustin : "Who could you be calling?"

Gwen: "Grandpa."

Be : "Okay… but hurry! She's close!"

AT the hospital… The phone next to Max's bed was ringing.

Max: "*Yawn!* Who could it be at this hour?" He picked it up.

Max: "Max Tennyson here, who is this?"

Gwen: "It's me, Grandpa!"

Max: "Gwen!" He looked next to him, and saw that neither Gwen, Ben or Dustin wasn't there. "Where are you?" He continued.

Gwen: "I'm trying to help Dustin and Ben beat their robot-girl enemy. She seems to be indestructible, no matter what throw throws at her."

Max: "Hand your phone to Ben."

Gwen: "Okay." She handed it to me.

Ben: "Hello, Grandpa."

Max: "I thought you and Dustin took her down."

Ben: "Well… something went off in my head and I went to check it out. She's still alive. I've tried every good move I have on her. Even my Heatblast-Diamondhead meteor smash combo! She was still alive!"

Max: "Then try taking her out on the inside. Not the outside."

Ben: "Oh… You mean…"

Max: "Upgrade. Yes."

Ben: "Okay. We'll see you later, okay, Grandpa?"

Max: "Alright. But please be back soon."

Ben: "Bye."

Max: "Bye… *YAWN!*" He hung up, and I gave it back to Gwen.

I whispered into Dustin's ear and he nodded, then looked at Gwen.

Dustin's POV

Dustin: "Gwen… as soon as I activate the watch, hide."

Gwen: "Don't worry." I hit the turn on button, and she immediately started attacking the ceiling. Gwen ran as fast as she could, and I turned the watch to Upgrade, then hit it down, becoming him.

Upgrade: "Let's do this, robo-geek!" I went into puddle form and started slithering along the ground. She blew a hole in the ceiling, and said, "I know you're in here!" She started randomly shooting things.

I merged with some weight equipment, and fired a 100 pound weight at her head. She fell over, then shot a laser from behind her. I separated, and went puddle mode again to hide from her.

Rojo: "Hit-and-run, eh? That's not your style, kid!"

Upgarde: "Maybe! But, it's working well so far!"

Rojo: "AGGHH!" She started randomly shooting lasers again. One almost hit me, then I returned fire with an Upgrade eye blast. She turned around, and fired in my direction, in which I was already moving to get closer behind her. She looked confused about where to shoot next. I got behind her successfully, went normal Upgrade, and jumped on her, merging with her body. In her head, I saw Vilgax.

Vilgax: "Remember this message, scum! Be very afraid of me! I will find you, and kill you and your associate!"

Upgrade: "Well we'll be ready for you Vilgax."

Vilgax: "So you know my name?"

Upgrade: "Yes. And I also know that you are the most wanted alien in the universe!"

Vilgax: "Smart boy! Yes, I have done so many bad things even I can't remember what they all are. And I want the Omnitrix to use for myself! When I heard that the Omnitrix was plot in two, that made it two for the price of one."

Upgrade: "Well the only way your gonna get them is from our cold, dead bodies."

Vilgax: "Then I'll be sure I do so!" His mouth opened up, and ate me, then I was thrown off of her, and sunk to the ground, slightly dazed and scared at the same time. Vilgax was so terrifying in real-life style!

Rojo: "I finally found you, kid!" She grabbed me, but I regained control on reality, then oozed out of her grip, then merged with her body again, this time, throwing all of the armor pieces off of her.

Joey: "No!"

Upgrade (while rematerializing): "Not so tough now are ya?"

Joey: "No! No! You can't hurt me! I'm just an innocent girl." Gwen ran out from her hiding place, and gave her a flying side kick to Joey's head. She fell unconscious.

Gwen: "So am I, dirtbag."

Upgrade: "Cool."

Ben: "Let's get her in jail."

Upgrade: "My thoughts exactly, partnerr." I picked her up, and gave her to the army people controlling the tank.

Upgrade: "Here you go soldiers."

Soldier: "You caught the cyborg?"

Upgrade: "Yeah, but she's just a plain old human. She's your responsibility now." I walked back towards Gwen, and asked, "You want us to go Ghostfreak or XLR8 to get you back?"

Gwen: "Ghostfreak." Ben and I both transformed into him, then I became intangible and invisible, along while holding Gwen to fly back to the hospital and Ben followed us.

Gwen: "Wow. This is cool."

Ghostfreak Dustin: "Yeah. Definitely. I like the nighttime flying hours."

Ghostfreak Ben: "Really dude?"

Ghostfreak: "What? You gotta admit it was good."

Gwen chuckled.

Gwen: "Never leave us, okay, Ben. We don't know what we'd do without you."

Ghostfreak Dustin: "Yeah. Because if you pull that crap again Ben, that watch will be deactivated for a week."

Ghostfreak Ben: "You don't ran that bro. Do you?" I just simply didn't answer.

Ghostfreak Ben: "Youre kidding. Right?"

The next morning…

Max was on crutches, and we flew right up to him. I put Gwen down, making her visible and solid again, then me and Ben went normal.

Max: "How was the fight?"

Dustin: "Thanks for the help, Max. She was easy after that."

Gwen: "And I'm now officially Dustin's sidekick."

Ben: "I thought I was your sidekick, dude…"

Dustin: "You both are!" I grabbed Ben and gave him a noogie.

Ben: "Good enough for me."

Gwen: "Me too!" She was smiling.

Max: "So, we're off!"

Dustin: "Wait! Max!"

Max: "Yes?"

Dustin: "The first time I tried to short circuit her as Upgrade, I met Vilgax."

Ben: "You mean that squid-faced freak?"

Max: "Oh no. This is worse than I thought. Everyone! Get in the RV! Dustin! Go Upgrade!"

Dustin: "No need to tell me twice!" Ben and Gwen ran into their seats, and I went Upgrade.

Upgrade: "Now what?"

Max: "We have to go into space! Now!"

Upgrade: "I don't know if I can upgrade the RV that much."

Max: "DO IT!" He sounded aggressively like this was a mission he had to do. I then merged with the RV, and activated rockets on the sides, then tried to take off, but all it did was send us boosting forward. I tried angling them up, but that wouldn't work.

Max: "Hurry! Launch us up!"

Upgrade: "I'm trying, Max! Don't rush me!" I activated more rockets on the back, but we were just sent reverse even faster than we were backwards. I stopped at our parking spot. I separated form the RV, then went normal.

Max: "Why didn't you try to-"

Ben: "I can't! I… just… can't…" A tear came out of my eyes. Max saw that, and patted my back.

Max: "I'm sorry. I shouldn't have pushed you so hard."

Dustin: "I know, but, I messed up."

Max: "We'll just have to try at another time." I calmed down and dried my eyes.

Dustin: "I hate the fact I just can't go and finish Vilgax right now."

Max: "Well, we'll be ready for him when he finally comes. Don't worry". I nodded at him.

Dustin: "Youre right." I looked at at Ben.

Dustin: "Ben, from noe on you and me are gonna train harder than before."

Ben: "Come on man, how tough can he be?" I just looked at him seriously.

Ben: "Ben. Vilgax's s someone not to be taken lightly. He's after both our Omnitrix, and I'll be damned if he gets his hand on both of them."

Max: "Then I suggest we better get a move on."

Ben: "Well just so you know, I'm with you every step of the way when he does come here."

Gwen: "I'm with you on this too." I smiled at their confidence and determination.

Dustin: "Then we better get going" I said as we got in the RV and went on the road again.


	9. Beep Beep Ben

Chapter 9: Beep Beep Ben

Tonight, there were some crooks trying to escape on a dock, and they were trying to get away from some cops while taking some money with them. They jumped over the dock into their getaway boat.

Crook #1: "We got this! Now we can be rich!"

Crook #2: "Yeah! We'll be… huh?" He saw some bubbles go up near the back of the boat.

Crook #1: "What is it?"

Crook #2: "I could've sworn to God I just saw some bubbles."

Crook #1: "Probably just some fish. Come on. Start up the motor." The second crook was about to do that, when a tentacle came up from under the water, and snatched him and threw him on land, knocking him out in the process.

Crook #1: "Billy!" He started up the boat again, only to notice a tentacle grab the boat entirely, then a giant head come out of the water. This was Ben as Nessy.

Crook #1: "What the hell just happened!?" He jumped off the boat, ran down Ben's back, and started running on the dock. The guy grabbed his partner in crime when he regained concioisness and ran off, but I sped off to them as XLR8. Ben turned into Ripjaws, sawm underwater and resurfaced, and transformed into Wildmutt to chase the crooks.

Crook: "We're getting away from here! I didn't think the Loch Ness Monster would move all the way out here!" I stopped right in front of him, which startled him.

Crook: "And now a raptor chases us down. What's next?"

XLR8: "This!" I tail whipped him, and he fell to the ground. Bily tripped me, and they both got up to continue running, but Wildmutt then pounced on the two, snarling at them like a rabid dog.

Crook: "How the?"

XLR8: "Too slow!"

Crook: "That's it!" He pulled out a pistol, but I kicked it out of his grip.

Crook: "Gulp." I socked him in the face, and he went sailing through the air. I then went Stinkfly, and flew up to him, and wrapped him up in goop. Then I held him like a giant sack, and dropped him on top of a police car. The cop driving it got out.

Cop: "Johnny Traitoro and Billy Kidd?"

Johnny: "It's us alright, officer!"

Stinkfly: "He's all yours, cop!" I went back to flying towards where the RV was as Wildmutt followed.

When I made it back to the RV…

Max: "Well, how about going to the circus?"

Gwen: "That'd be fun!"

Ben: "No! It's for babies!"

I looked at Ben and I knew his fear of clowns, but I didn't want to embarass the poor guy.

Gwen: "3 to 1. Overruled. Sorry Ben."

Ben: "Oh man…"

Later, we parked in the parking lot for the circus.

Max: "I haven't been to a circus since I was a young boy."

Gwen: "It's been a few years for me."

Kyle: "First time I've very been to one."

Ben: "Good. Let's go!" He ran back into the RV, but I went Ghostfreak, phased through the RV, and got him out.

Ben: "I'm not going in there, Dustin!"

Ghostfreak: "You'd rather be alone in the RV?"

Ben: "Yes."

Ghostfreak: "With me?" My voice sounded extremely devious fro Ghostfreak.

Ben: "I'm coming." I reverted to normal.

Dustin: "Good. Let's move."

Ben: "Hold on! Wait up!" We were walking around, looking at all of the games they had around to play, and later, we heard an announcer's voice.

Announcer: "Welcome to Zombozo's Circus of Laughs! Welcoming our three actors! Thumbskull!" A big guy came out with a crowbar, and bent it, then threw it to the side. "Frightwig!" A girl with large hair came out, and grabbed the crowbar with her hair, and bent it into a pretzel.

Dustin: "Wow!" My eyes grew wide. Playing dumb once again, as I knew the circus freaks ad Zombozo. Frightwig winked at me.

Announcer: "And Acid Breath!" A weaker looking guy walked out, and took off a muzzle, then breathed acid at the crowbar, melting it. They got some cheers from the crowd.

Announcer: "But they aren't our only acts! Our star is Zombozo the Clown himself! If you want to see him, head into the tent!" The crowd, Max and Gwen started to head in. So were Thumbskull and Acid Breath, but Frightwig came over, and grabbed me, while Ben headed the opposite direction the crowd headed, then she grabbed him.

Dustin: "Can I help you ma'am?"

Frightwig: "Yes. You can, kid." She got a devious grin, and was wrapping her hair around my chest.

Dustin: "Um, what is it?" I shivered ax I didn't now if I should be flattered or creeped out.

Frightwig: "You can both be a part of Zombozo's act. Come on." She picked the both of us up.

Ben: "Dustin! Now!" I turned Grey Matter, then started climbing along her hair. She was freaking out, and dropped Ben, when I went Stinkfly to catch him.

Frightwig: "Ugh… I don't have time for this!" She ran off, and I flew back down, and changed back to normal.

Dustin: "Ben, you alright?"

Ben: "I'm okay."

Dustin: "Let's just get in the tent. And maybe never mention this again, okay?"

Ben: "That sounds like a good idea." We both headed in, and sat down next to Max and Gwen.

Gwen: "What happened out there? Getting to know your new best friend?" Gwen said with a teasing grin.

Kyle: "I like clowns, but I'm not into a girl like Frightwig. Besides she gives me the creeps."

Ben: "But she is kinda hot, for a clown."

Gwen: "I'm gonna pretend I didn't hear that."

Dustin: "Same here. But you are right about her being hot my man." I whispered that last bit to him.

Zombozo was a creepy looking clown that we noticed come out from behind the curtain, and was making everyone laugh but Ben and I.

Dustin: "This guy may be a zombie, but he ain't a good bozo, eh, Ben?" I noticed Ben was gone.

Dustin: "Ben?" I stepped out of my seat.

Dustin: "Ben?"

Ben: "Over here!" I ran over to him, and asked, "What is it?"

Ben: "The three circus freaks took off just now."

Dustin: "Stay with Gwen and Max. I'll track them down." I went Wildmutt, and started running off in their scents direction.

Ben: "Don't worry. I'll stay here. Just not with him near me!" I had caught up with them, finally, and watched what they were doing as Amoeblob under their car.

Acid Breath: "That's it. Bring it in, Thumbskull." He was hauling in a bag of cash.

Frightwig: "Hurry up!"

Thumbskull: "We would get done quicker if one of you two helped me a bit."

Frightwig: "I'll help. Hold on." She started grabbing some, then I slithered out from under their car, and went Heatblast, shooting fire at them, making them drop the cash.

Frightwig: "What the heck was that?"

Acid Breath: "A guy made of fire? I'll deal with him!" He breathed acid at me, but I jumped over it, then shot fire back down at him. He sidestepped, then Frightwig grabbed me in mid-air, but burned herself. She had to dunk her hair in a water barrel nearby. Thumbskull charged at me, and I became Four Arms, and charged back at him. I sent him flying backwards, and Frightwig lassoed one of my arms. I pulled her in, socked her, then went XLR8, and ran around her, lassoing her up, and she fell down. Acid Breath shot more acid at me, which I went Diamondhead at, then dashed towards him, and socked him in the face. Thumbskull tried to go after me again, but I brought out a diamond wall, which completely stopped him in his tracks. Frightwig untangled herself, then ran towards me, and hit me with her hair. I fell over, and Acid Breath spit more acid at me. I couldn'tl ast any longer with it on, so I went Heatblast again, then used a fiery outwards blast on them. They flew backwards, and I went Buzzshock, then shocked Frightwig, while Acid Breath was getting back up. Thumbskull ran around the diamond wall, and tried smashing me, but I got behind him, then shocked him. Acid Breath Spit acid at me, which I went Ghostfreak and made it so the acid would go right through me. Then I went solid, and socked him in the face, then went Four Arms, and tossed him into Thumbskull. Frightwig got back up, and hit me with her hair. I went Wildmutt, rolled into a ball, ricocheted off of a wall, and ran right over Frightwig. Thumbskull and Acid Breath were getting up.

Acid Breath: "Thumbskull. Get the boss. Now!"

Thumbskull: "Okay, Acid Breath." He ran off, while Acid Breath ran back into the fight. Thumbskull went back to Zombozo's tent, and everyone in the audience was laughing.

Zombozo: "Your laughter feeds me with energy! Ah haha!"

Thumbskull: "Uh, boss?"

Zombozo: "How many time have I told you? Never interrupt me while I was feeding."

Thumbskull: "Me and the others ran into trouble, boss."

Zombozo: "Alright. Fine! Let me deal with this." He got into a clown car, and took off, with Thumbskull following close behind.

Thumbskull: "I still wonder how he shoves himself into that tiny wind-up car."

I was Heatblast, and blasted Acid Breath away. Frightwig was backing off, because she didn't want her hair burnt.

Heatblast: "Aw, come on. Afraid of a little fire?" I created a fireball, and she was freaking out.

Acid Breath: "Come on Frightwig! Get yourself together!"

Frightwig: "Are you crazy, Acid Breath? He'll friggin' burn me!"

Heatblast: "And your ratty hair. So, turn the cash back over, and I won't burn you both to cinders!"

Acid Breath: "Boss!" Thumbskull and the tiny toy car came there, and Zombozo got out of his car.

Zombozo: "This guy's giving you all that trouble?"

Heatblast: "You don't know the half of it!" I became Four Arms, and dashed towards him, but Zombozo dodged my attack, and punched me.

Four Arms: "What the heck?"

Zombozo: "Come on! Try something else, kid!"

Fourarms: "I'm friggin 18 you Pennywise wannabe!" I went Diamondhead, and created a diamond quake right towards him. He jumped over it, then kicked me.

Diamondhead: "There's just no way!" I went Heatblast, and shot a fire stream at him, but, as expected, he dodged it entirely, and Acid Breath breathed on me.

Heatblast: "Oww!" Thumbskull bashed me into the air, and Zombozo kicked me into a tower nearby. They waited for a few seconds, and left with the money.

Zombozo: "See, guys? I can do anything!" When they took off, I came out of the rubble as Amoeblob.

Paraslime: "They never seem to learn." I went Stinkfly, and followed the cars back to the circus. I saw people looking lazy, and leaving. Ben saw me in the air.

Ben: "Hey! Dustin Down here! Grandpa isn't feeling well!" I flew back down to him, and went normal.

Dustin: "What happened?"

Ben: "Gwen's disappeared, and Grandpa is well, out of it."

Dustin: "Dammit all!" I went XLR8.

Ben: "What about Grandpa?"

XLR8: "Ben, I'm going to him first."

Ben: "Wait! I'm going with you!" He hopped on my back, and I zoomed off to catch him. When I found him, Ben hopped off.

Ben: "Grandpa, are you okay?"

Max: "Yes, but I feel so… tired."

XLR8: "Where's Zombozo and his freaks?"

Max: "I don't know right now. I need to… *yawn* sleep." He fell flat on his back, and was snoring.

Ben: "Dustin?"

XLR8: "Max will be fine here. He just need some rest."

Ben: "We need to get him back to the RV! Now!"

XLR8: "But, Zombozo might have Gwen, Ben!"

Ben: "Please! Just do that first. We need to make sure he's not in harm's way." I went Fourarms.

Fourarms: "I'll get him into the RV. Don't worry. Just wait here."

Ben: "Okay." He hid behind some nearby boxes, and I ran back to the RV, holding Max. I opened the RV door, and set him on the floor, then went XLR8 again, and ran back. I couldn't find Ben anywhere.

XLR8: "Ben? Ben? This kid's killing me."

Ben: "I'm right here."

XLR8: "Thank God. Look. I need you to head back to the RV, too."

Ben: "But, you need someone with you."

XLR8: "Okay. Hop on." He hopped on, and I ran further into the circus grounds. Thumbskull, Frightwig, and Acid Breath were all in front of a door.

XLR8: "I'll give them a little surprise attack. You wait here, Ben." Ben nodded, and hid behind a box. I went Amoeblob, and started slithering around, until I found a baseball firing machine.

Amoeblob: "This is convenient." I then went Upgrade, then melded with it.

Upgrade: "Time for a home run!" I shot out a barrage of baseballs into Thumbskull's face, and he fell over. Frightwig attacked, and I went Four Arms, then grabbed her hair, and threw her into a bunch of boxes. Acid Breath attacked me, but I went Diamondheads, absorbed the acid, then gave him a knockout blow to the face. He fell over, while Frightwig came back with Thumbskull. I shot diamond shards at them, and Frightwig was stopped, because they ruined her hair, while Thumbskull still charged. Ben went Buzzshock, flew under him when he tried to grab me, then I gave him an electric wet willy, knocking him out cold. Then I went Wildmutt. Frightwig ran off in fear, and I smiled.

Ben: "Is the coast clear, dude?" I nodded Ben hopped on to my back, and I got to sniffing around while going inside of the tent.

Ben: "There's nothing creepy about clowns… there's nothing creepy about clowns…"

Wildmutt: "Roar?"

Ben: "What?"

Omnitrix 2.0: "He says he knows about your fear of clowns."

Ben: "You what? Why didn't out say something?"

Wildmutt: "Roar!" I said while looking down and whining like a puppy in trouble.

Omnitrix 2.0: "He says he didn't want to embarrass you."

Ben: "And you aren't laughing at me?"." I shook my head and turned to normal.

Upgrade: "Why should I?"

Ben: "Clowns are creepy to me, and everyone seems to find it funny!"

Dustin: "So? I have a fear of wasps. Big whoop, Tennyson."

Ben: "You mean…"

Dustin: "Everyone has some kind of fear, Ben."

Ben: "Oh."

Dustin: "So there's no reason to be ashamed of yourself."

Ben: "I see, but, why are you afraid of wasps. You say you're a bug lover."

Dustin: "Yes. But there are only three bugs I hate. Mosquito's, ants and wasps. It was when I was a kid, I weas an a creek. Then one day, I got stung by a wasp on the knee. It even left a small hole there. I could stop crying because of the pain."

Ben: "Oh. That would even scar me for life." Ben said looking down.

Dustin: "I know Ben. But I learned a neat trick to avoid getting stung when one is near by. Just stay motionless and it will go away."

Ben: "Let's get back to finding Gwen." I went Wildmutt again, and Ben hopped back on. I sniffed until I found the center ring inside the tent.

Ben: "Why here?"

Wildmutt: "Roaararaaar."

Ben: "What?"

Omnitrix 2.0: "He said he doesn't know. Luckily for you guys I can translate Vulpimancer language."

Ben: "Good to know." I then switched to XLR8

XLR8: "Right! Let's go."

Ben: "Right!"

Zombozo: "Welcome to my tent, kids!" He said as a cable attached to his back and was powered by some weird machine.

Ben: "What do you want?"

Zombozo: "What every clown in his floppy shoes wants. To make people laugh. Then drain their positive energy, like a sponge in a pool party! Is that so wrong?"

XLR8: "Where's Gwen?"

Zombozo: "Gwen? Who is she?"

Ben: "A red haired girl in a blue shirt with a cat-head on it!"

Zombozo: "Oh her. Didn't ya fellas hear, she ran away with the circus!" We saw Gwen looking shriveled up laying on the ground. What Ben and I saw really sickened me. Ben eventually got his brave face on, hopped off my back and fiddled with his Omnitrix.

Ben: "Oh your funny. But I'm gonna get the last laugh!" Ben said as he transformed into Ghostfreak.

Zombozo: "Noce try kid. But I sell the tricks. I don't buy 'em."

Ghostfreak: "I just figured out! They're some things I'm even more afraid of then you!" He said as he punched Zombozo and turned invisible.

Ghostfreak: "Loosing my family to some Pennywise knock off! In other words…" Ghostfreak said delivering another punch on his big blue nose, turning invisible yet again.

"Ghostfreak: "You're going down, clown!"

Zombozo was angry, searching for Ghostfreak, only to be met with a plank of wood, knocking him into the machin, destroying it in the process. The happiness of everyone who saw him were back to everyone, including Gwen. When Zombozo recovered, he saw Ghostfreak in front of him.

Zombozo: "I'm warning you to back off!"

Ghostfreak: "You wanna see something really scary?" Ben opened up my chest to reveal a mass of Ghostfreak's insides. Zombozo was now terrified and I was getting a little worried about Ben.

Ghostfreak: "What's the matter? You look like you've been a ghost!"

Zombozo: Please! No more!"

Ghostfreak: "BOO!"

Zombozo then inflated and pooped like a balloon, confetti flying everywhere.

Ghostfreak: "Woah! That kind of even freaked me out!" Ben then reverted back to normal.

Dustin: "You okay there Ben?"

Ben: "Am now." We then rushed over to Gwen.

Gwen: "Ben? Dustin? Where's he popcorn?" Gwen said felling a little groggy

After the brawl with Zombozo we were on the road yet again.

Dustin: "I'm proud of you Ben! You've managed to conquer your fear!"

Max: "I agree with Dustin! You did real too!"

Gwen: "Boo!" Gwen said trying to scare Ben with a clown mask. But Ben didn't seemed phased by of.

Ben: "That's good look for you dweeb!"

Gwen: "Aww! You're no fun anymore!" Gwen said in defeat while I laughed a bit.


	10. Just my Luck

Chapter 10: Just My Luck

This time, we had gone to a witchcraft museum. It was apparently full of many magical artifacts. Gwen wanted to go, so we really couldn't be forced not to. Ben was looking at an old funny mask, and I was with Max and Gwen looking at a 'spell book'.

Dustin: "Well, this place is definitely interesting, I'll say that much."

Gwen: "The Archamada Book of Spells!"

Gwen and old tour lady: "This was found hundreds of years ago, and was believed to be the most powerful spell book of all time."

Tour lady: "Maybe you should work her, young lady." Gwen looked a little disappointed, so I decided to cheer her up.

Dustin: "Ah, don't listen to that crone! She's probably older than the book and still hasn't learned the word, 'moisturizer.'" Gwen laughed.

Gwen; "You're right, Dustin."

Dustin: "I'm always right." We were about to continue walking, when we were all levitated up to the ceiling.

Max: "This isn't part of the tour, right?"

Gwen: "Of course not, Grandpa!"

Dustin: "And it's not me or Ben. We're not even transformed."

Gwen: "Then who…?" An explosion was made in the wall. A guy levitated in, and he looked like he painted a skeleton on his face. I know the guy as Hex.

Hex: "The Archamada Book of Spells! At long last!"

Ben: "Not if I have anything to say about it." Ben turned the watch to Wildmutt, and dropped down from the ceiling, then socked him in the face, forcing everyone else down.

Hex: "Who dares to attempt and stop Hex?"

Wildmutt: "RROOAAAAARAR!"

Hex: "Prepare to be exterminated!" He shot some energy shards at Ben, but he went XLR8, and dodged each one, then socked him in the face. He flew back a few feet.

XLR8: "Okay! I take back not believing in magic! That was real enough for me!"

Hex: "You have not even grasped it!" He shot fire out at me, but I went Heatblast, got in front of Ben and absorbed it.

Hex: "No!"

Heatblast: "I'm white-hot!" I threw a fireball at him, but he stopped it with some blue energy, and made it dissipate.

Heatblast: "Now that, I can't believe." Hex picked up a chair with his blue energy, and threw it at me. I melted it with my fire breath.

Hex: "Take this, vile creatures!" He pulled a giant rock out of the ground, and threw it. Ben turned into Four Arms, caught it, and threw it back. Then I went XLR8, and rushed towards him. He was hit square in the gut by a kick of mine, then I kept barraging him, until he lifted me off of him with his blue energy, and threw me. Ben went Wildmutt again and launched myself at him. He couldn't see it coming, and Ben rammed him. He hit a wall, but came out, covering himself in a force field.

Hex: "Even with my magic, and you without, you two are still worthy opponents!"

Wildmutt: "ROAR!" Ben went Diamondhead, and made a diamond quake towards him. He flew over it, and shot energy shards at him. They all bounced off his skin, and he tried fire again. Ben jumped right through it, and punched him in the face.

Diamondhead: "You'll have to do better than that."

XLR8: "Even a wizard can't beat us."

Gwen: "Nothing can beat them!"

Max: "They still need help!" Max found a barrel, and threw it at Hex. Hex got hit, then I socked him in the face again, and he fell to the ground. Gwen jumped on his back, then Hex got up, and Gwen punched his nuts, and then high-jump kicked his chin, and I zoomed at him, and ran around him, punching and kicking him, until I tail whipped him into the ceiling, and he fell back down to Ben as Four Arms socking him in the gut, and he fell unconscious, while a stone flew out of his necklace. The authorities took him into jail.

XLR8: "Alright! We did it, guys!"

A newscrew came up to me and Ben.

Interviewer: "When did you two first land on the planet?"

XLR8: "Um, that's top secret, sir."

Interviewer 2: "We loved your performance there. What planet are you from?"

Four Arms: "Also classified, but remember this. I'm here to save the world from guys like him!"

Interviewer 3: "Do you like what Earth has to offer?"

XLR8: "Yes. Pretty much so."

Interviewer: "Because we thought that was classified, too."

Four Arms: "Ha ha. Real funny guys. But remember this! Who're your heroes? We're your heroes! Hahaha!" Ben said flexing his four muscular arms while I sweat dropped.

Interviewer: "This is our first encounter with the two shapeshifting alien heroes. Hopefully we can talk more later. Back to you, Tom." The interviewers had all left, and we had gone back into the RV.

Gwen: "'Who're your heroes?'"

Ben: "Well? What'd you want me to tell them?"

Dustin: "That Gwen and Max helped, at least!"

Ben: "I'm sorry! I'll make it up to you guys."

Dustin: "Say you're sorry."

Ben: "I already did, dude."

Gwen: "Just promise not to hog the spotlight, okay?"

Dustin: "I'm with you on that. Well, Gwen, you can have this. I don't need it." It was the thing that fell off Hex during the battle.

Gwen: "You stole it from him?"

Dustin: "It's gonna be a good necklace, Gwen."

Gwen: "You're right. Thanks."

Max: "We're about to stop at a restaurant. Who wants to go?"

Gwen came out with the stone on a string.

Gwen: "Sounds nice." Max parked, then walked in to the restaurant with us, and we had a four-person table. We had a plate of crawdads in front of us. We had eaten them until there was just one left, and Ben and Gwen stared down at it.

Ben: "This one's mine!"

Gwen: "I don't think so!"

Ben: "It's mine!" They kept pushing at each other to try and reach the crawdad, until Ben grabbed it. While I looked at them and pinched the bridge of my nose.

Gwen: "Hey! Ben you had more than both of me!"

Ben: "Too bad!" Gwen's stone glowed right then.

Gwen: "It's mine, Ben!" She sent her fork flying, then it stabbed a waitress in the foot, and she slipped, throwing the foods she was carrying on to a cook, and he slipped, sending a dish flying right into Ben's face, causing him to drop the crawdad, and Gwen went for it, and Gwen grabbed the crawdad, and she ate it whole.

Ben: "What just happened?"

Dustin: "I don't know, Ben."

Gwen: "I don't know either…" Then she saw her stone glow for a few seconds, then it turned off.

Gwen: "Dustin. You know something about this stone?"

Dustin: "I don't now. Some parts are a bit hazy. Though I get the feeling that stone is important." And I mean it as I don't remember certain parts of the show.

Ben: "No telling." Gwen looked at him, and laughed, because a live crawdad climbed up Ben's nose.

Ben: "GGYYYAAAA!"

We all laughed at his predicament. We continued off after we paid the bill for the restaurant. We were walking through a city.

Gwen: "Wow. I'm still laughing!"

Dustin: "Me too! HA!"

Max: "I have never seen a crawdad climb up someone's nose before! Hooo! Nice laugh, Ben!"

Ben: "It didn't feel good at all! At least Grey Matter got it out!"

Dustin: "I guess you were a little lucky there."

Ben: "Yes!"

Old lady: "My purse! Help!" Some guys were running off with it.

Dustin: "I got this." I grabbed the watch, and went Wildmutt while Dustin went XLR8.

Wildmutt: "ROAR!" Gwen hopped on my back, then me and Ben went running for them.

Guy: "We did it! We scored!"

Guy #2: "What the crap?" He saw us chasing after them.

Guy #3: "Keep running!" They sped up, and so did we. I jumped, then tackled the one with the purse, then Gwen got off my back, and went into combat stances. I growled in the guy's face, then he crawled out, running off. Ben zoomed right in front of him, then socked him in the face, making him drop the purse. Gwen was dealing with the other two guys, while Ben grabbed the guy, and slammed in into a wall, knocking him out.

Guy #2: "You're strong kid, but not strong enough!"

Gwen: "I was just the distraction! Guys! Now!" Ben zoomed at the both of them, but only got one, while the other one seized Gwen, and I went Four Arms and glared at the guy.

Four Arms: "Let her go!"

Guy #3: "Or what?" He had her in a headlock, and I knew he could squeeze the air out of her if he tried. I wondered what would happen if I took off, but I didn't know if it was a good idea to just rush him, since Gwen was in danger.

Gwen: "Let go!" She stepped on his foot, making him release his grip, then she escaped, and her stone glowed again as Ben zoomed in on him. She tripped over a hot dog, then it flew into the vendor's face, and he pushed the cart into a building, which caused a flower pot from a window to fall on to the guy's head. The second guy tried to make a run for the purse, but I went XLR8 and zoomed towards him instead, and slammed him into another brick wall, and grabbed the lady's purse, zoomed back to her, and said, "Here's your purse, Miss." She started hitting me with it after I handed it to her.

Old lady: "You freak! You monster!"

XLR8: "Ouch! Hey! I, OW! Forget it!" I zoomed off, and turned back to normal.

Dustin: "Jeez!"

Gwen: "I made us get it back." She pointed to her stone, which glowed, then stopped glowing.

Ben: "What's that mean?"

Gwen: "When this glowed, everything worked in my favor! I think I can truly help you guys out now!"

Dustin: "Okay!" Then it hit me as I just realized what the stone is.

Ben: "I know that look. You figured something out."

Dustin: "Yeah. That stone is actually one of the six Charms of Bezel. The first is the Charm of Luck and Probability, which grants the wielder supernaturally good luck, and what Gwen has. The second charm is the Charm of Resurrection which allows the wielder to return to life or recover from physical wounds and injuries and regain consciousness if the user is unconscious after a short amount of time. The third is the Charm of Pyrokinesis, which grants the wielder powerful pyrokinetic abilities, enabling them to manipulate and generate fire. The fourth is the Charm of Telekinesis, which allows the wielder to fly through the air at incredible speeds and also have great telekinetic control and manipulation over multiple objects or people all at once. The fifth is the Charm of Electrokinesis, which allows the wielder to create, generate, control, and manipulate all forms of electricity at will. And finally is the Keystone of Bezel, which increases all of the natural powers, abilities, and skills of the possessor, and increases the power of the charms tenfold." After my Intel both Gwen and Ben were shocked.

Ben: "Woah. And Gwen has the Charm of Luck?"

Dustin: "Yeah, pretty much." Then Gwen had an idea.

Gwen: "Hey. Let's go costume shopping!"

Dustin: "For you, right?"

Gwen: "Yes. You two don't need one."

Ben: "Thank goodness." She got a black-cat like costume.

Gwen: "How do I look?"

Dustin: "Like Black Cat in Batman. Just less… age."

Gwen: "Okay… I guess I should take that is a compliment."

Dustin: "Black Cat's cool! So are you!"

Gwen: "I'm just younger?"

Ben: "Yes. She's like 30-something I think."

Dustin: "Im not much of a marvel or DC geek so I don't really know."

Gwen: "Oh. That's good. Now you two have an official partner."

Dustin: "And you want your name to be…"

Gwen: "Lucky Girl."

Dustin: "Okay…"

Ben: "Not creative enough." I just elbowed him and glared at him a bit.

Gwen: "I can make anything work in my favor. That's why."

Dustin: "Oh! I get it now!"

Gwen: "So… What's our next mission?"

Ben: "I don't know but, I'm turning in. See ya guys later."

Dustin: "I'm with you thete Ben."

Gwen: "Good night."

Hex was still being escorted to jail…

When he woke up, and blew up the car, then went back to the museum. He didn't find the book.

Hex: "The book! Where is it?" He found someone, and grabbed them with his blue energy.

Hex: "Where is it?!"

Guard: "It's in the vault!" Hex levitated over to it, and used his fire power to make a hole for himself. He grabbed the book, then tried to empower himself, but it didn't work.

Hex: "How?" He looked at his oversized necklace, and found one was missing.

Hex: "The luck charm! It's missing! I must find it!" He grabbed the book, and took off.

With us…

Dustin: "Ahh… A good morning, eh, Gwen?"

Gwen: "Yeah. Not a threat in sight."

Ben: "I know. *Breath*" We were lying down out in the grass in a park. Ben was playing his game farther away, and Max was on a walk.

Dustin: "You know, now with you by our side, we will be invincible. Your martial arts skills and luck controlling powers, Ben with the Omnitrix and me with the Omnitrox 2.0, will make short work of everyone that comes our way."

Gwen: "It sure will. But, if someone learns our identities, then all three of us will be able to help each other, right?"

Dustin: "Yeah, but, I think Ben and I might need more saving now."

Gwen: "Why?"

Dustin: "You control luck, duh! You're untouchable!"

Gwen: "Really?"

Dustin: "Want me to prove it?"

Gwen: "Sure." We both got up, and I went Diamondhead, and shot the diamond shards at her. Her stone glowed, and she dodged each one.

Gwen: "Wow!"

Diamondhead: "I told ya." Then I went Heatblast, and threw fireballs at her. Her stone glowed, again, and she ducked under them at just the right time.

Heatblast: "Need more proof?"

Gwen: "XLR8. Try to punch me at super speed!" I hesitated on that, but I went XLR8 anyway, and did just that. Her stone glowed, she jumped, then gave me a roundhouse kick at exactly the right time, and kicked me to the side a few inches.

Gwen: "Wow. You're right! I'm untouchable!"

XLR8: "As you can see. I can hold my own, but I'm not invincible. You are! You're utterly untouchable! Luck's always on your side!"

Gwen: "You're right!" I reverted to normal.

Dustin: "But, we make an unstoppable team now!"

Gwen: "Yeah." We heard a scream, and saw a guy about to fall from a cherry picker.

Kyle: "Let's do this!" I went Stinkfly, and she got her new costume on, and we went into action, and Ben saw us go by, then followed us as XLR8. The guy fell off, then I continued through with trying to catch him, but missed, then Gwen flipped up, and caught him, then I went back, and grabbed them both, setting them down gently.

XLR8: "Woah. You guys were awesome."

Gwen: "Of course, Ben. Why wouldn't we?"

Stinkfly: "Oh yeah!"

Gwen: "Who's your heroine? I am!"

Stinkfly: "Um… woo hoo!"

She had interviewers talking to her now.

Gwen: "I'm Lucky Girl. Everything goes my way!"

Stinkfly: "Yep."

Interviewer: "I wasn't asking you."

Stinkfly: "Sorry…"

Gwen: "Anyway, He's these two are partners."

Interviewer: "The bug and blue velociraptor?"

Gwen: "They're the alien shapeshifting guys!"

Interviewer: "So, you're They're sidekick?"

Gwen: "No! We're partners! There's a difference!"

XLR8: "Yeah."

Interviewer: "Again. Not asking you."

XLR8: "Well, I'd never!" Luckily I grabbed his shoulder and calmed him down.

Gwen: "Ugh… Who's your heroine? I am!"

The crowd cheered, and the interviewer left.

Stinkfly: "Oh man…" Gwen gave me and Bem an angry look.

Gwen: "We need to talk, guys!" I went Upgrade.

Upgrade: "Okay. Is this about what I think it is?"

XLR8: "And would it hurt to give us time alone here?" The crowd went back to their businesses.

Gwen: "Don't embarrass me like that again!"

Upgrade: "We weren't trying to, Gwen!"

Gwen: "Not when I'm like this in public!"

XLR8: "Oh. Dang it."

Gwen: "No… you're right. I'm being uptight."

Upgrade: "We didn't say anything."

Gwen: "Just trust me. I'll be more cooperative next time."

Upgrade: "There's nothing to worry about."

Gwen: "And remember, Lucky Girl."

Upgradw;: "Understood."

XLR8: "Yes ma'am." Ben said in a sarcastic tone, which we gave me an stare.

XLR8: "Sorry." We continued off, then we were sitting in the RV. I was looking worried, and Gwen looked angry.

Dustin: "I…"

Gwen: "Zip it!" I did as she said, then hummed a bit.

Gwen: "ZIP it." I stayed quiet. I then lied back in the seat, and did a relaxed breath.

Gwen: "ZIP IT!" I was already napping.

Gwen: "Oops…" She just sat back in her angry pose.

Max: "I think you'd better calm down, Gwen."

Gwen: "I think I should, too." She got up, and walked to her top bunk in the top of the RV, and sat there.

Later, we were walking out at night, and I looked at Gwen to see if she calmed down, and it seemed that she did.

Dustin: "Gwen, I…"

Gwen: "I know. I shouldn't have stolen your spotlight."

Dustin: "Well, maybe so, but that's not what I was gonna mention."

Gwen: "Then what was it?"

Dustin: "Sorry if and Ben were…getting in your way at the interview."

Gwen: "Oh. That's not a problem at all, Dustin. I shouldn't have reacted like that."

Dustin: "I was just trying to…"

Gwen: "Say we were partners, not sidekicks."

Dustin: "Basically. I'd never consider you and Ben sidekicks, Gwen. You're both awesome."

Ben: "Thanks dude."

Dustin: "You both are my best pals. Trust me Ben, I was gonna give the Omnitrix to you dude. I never even asked for this to happen. But things happen for a reason."

We heard an explosion near a cemetery.

Max: "A cemetery?"

Dustin: "We're going in!" Ben and I went XLR8, and Gwen hopped on my back, and I zoomed into the area, with Max following us. We ran in, and saved some people that were about to fall into the ground.

XLR8 Ben: "Leave. We'll deal with this." They had done that. I went Wildmutt, and pointed one way.

Gwen: "I'll go that way, and you two go the other way?" I nodded, then went that way. Gwen went the other way.

Gwen: "Kinda creepy here…"

Voice: "It should be…" She looked around, and got in a combat stance, but still a little freaked out. Hex appeared behind her, and she backed into him.

Gwen: "Hex!"

Hex: "Lucky Girl! You have the charm I need! Give it to me!"

Gwen: "HII-YAH!" She jumped, and kicked Hex. He fell back, and she back-flipped, then came at him again. She punched him, then kicked him, and punched him another time, knocking him down.

Hex: "You're still taking advantage of the charm's powers, I see."

Gwen: "And I'm unbeatable with it!"

Hex: "Luck only gets you so far, little lady!" He shot a ray at three statues, and a minotaur, a bat, and a knight all came to life.

Gwen: "Dustin! Ben! Help!"

Hex: "I thought you were unstoppable!"

Gwen: 'But I didn't get a strength increase! I have to be careful here!' She flipped up and over the knight, and the minotaur tried to grab her, but she landed on his head, and jumped off of it, then landed on the bat. The bat flew all around and tried to knock her into something, but she jumped off of the bat, and it slammed into the rock, and fell to the ground. The knight nearly grabbed her, but she kicked the knight, and he backed up.

Gwen: "Ow! My leg!"

Hex: "It's nearly over for you!"

Gwen: "Dustin! Ben! Now would be a good time to show up!" She saw the minotaur get thrown, and she ducked under the knight, because the minotaur hit it, and it slid in front of a wall.

Gwen: "Good timing."

Four Arms: "Come on. We wouldn't leave you like that. We're partners. We watch each other's backs." I said as Ben as Diamondhead walked to me.

Gwen: "Yeah. We do."

Hex: "That's it!"

Four Arms: "Gwen, Hex is yours, and these stone idiots are ours!"

Gwen: "Got it! Ow!"

Diamondhead: "Gwen?"

Gwen: "I hurt my leg on that knight."

Four Arms: "Great. Hold on." I charged at the minotaur, picked him up again, and threw him at Hex. Hex grabbed it with his blue energy, and hurled him back. Diamondhead of in front of my and the energy bounced off him.

Diamondhead: "Go help Gwen! I'll old him off!" I nodded and went XLR8, and zoomed to Gwen as Ben fought Hex. Max ran up to us.

XLR8: "You okay, Gwen?"

Gwen: "My leg hurts."

Max: "I brought a Bandage, but I don't know how much it'll help." Gwen pulled up her pants, and Ben put it on the bruise.

Gwen: "This'll help, for now."

She ran at Hex, and clobbered him. He got up, and shot energy shards at her. She dodged them.

XLR8: "Gwen!"

Gwen: "Help Ben take down the stone freaks!" I nodded and went to Ben. I charged towards them, and the knight slashed at me, but bit I used two arms to block the attack, and Ben slashed through his chest. The Minotaur tackled me. I went Amoeblob, and splattered against a wall, then went back to Four Arms, and rushed back into the battle. Max was dealing with the bat. He grabbed a rock, and threw it. The bat smacked it away, then charged for Max. But Ben grabbed a crowbar and slammed the bat with the. It was sent flying a few feet away.

Diamndhead: "See. Steel is harder than rock."

Max: "I'll let you handle this Ben. Gwen might need help." Ben sharpened his hands in to blades

Diamondhead: "Go ahead. I got this sucker hands down." Gwen kicked Hex, and he hit her with his staff, then was hit by a barrel on the head. Gwen flying-side kicked him, and he flew into a wall.

Gwen: "Thanks, Grandpa."

Max: "You know."

Hex: "That's it!" He shot energy shards at them, and they both moved out of the way.

Gwen: "Grandpa! Hide!" He nodded, and tried to get behind something. I had punched the knight, and he fell back, then the minotaur swung his axe, but I caught it, and slammed the side of it's face with it, then slammed its head with all four arms, destroying it. The knight charged with its sword, ready to slice me, but I caught that too, then grabbed his head, and slammed him into the wall, and continued pummeling it in until it fell to the ground. Ben fire diamond shards at the Bat, and he then continuously slammed its head until it was no more.

Diamondhead: "No one messes with a Tennyson!"

Four Arms: "Or me!" I turned XLR8, and charged right into Hex, then Gwen drop kicked him, Max punched him, then Ben clobbered him.

Hex: "That's it!" He exploded with magical energy, and created a giant energy ball.

Diamondhead: "Guys! Huddle around me!" They did that, then Ben built up a giant diamond wall right before his blast hit us. After it was fired, there was nothing there, but then he felt a punch from Gwen hit his face, then a tackle from Stinkfly, followed by landing on the ground to a crowbar blow to the head from Max. He was knocked unconscious from that. Max grabbed his necklace.

Gwen: "If I had the rest of these, I'd be… unstoppable by myself!"

Stinkfly: "Or you could destroy them so they couldn't be used again."

Diamondhead: "Either is a good idea to me."

Max: "What's it going to be, Gwen?" He handed her the necklace, and she looked down, questioning it.

Gwen: "Me and Dustin could be the ultimate saving the world force, or, I could give it up… right here, right now."

Stinkfly: "Either way is okay with me, Gwen."

Diamondhead: "Whatever."

Max just smiled at her. Gwen set the necklace down, along with her charm.

Gwen: "Ben! Give me the crowbar!"

Diamondhead: "Okay!" He did that, and Gwen slammed the charms, and ended their existence.

Stinkfly: "Hmm.. Nice light show."

Gwen: "Figured I'd give you a celebration show, but, ah…"

Stinkfly: "Ah, whatever Gwen. You're still awesome. Even if you aren't gonna be Lucky Girl anymore."

Gwen: "Well, I'm just not cut out for it, I guess."

Stinkfly: "I thought you did great."

Gwen: "But I ruined our partnership once. I don't want to be like that for an even bigger battle later." Ben and I both reverted to normal.

Dustin: "We would've made it work somehow, Gwen." She ran over and hugged me, then I gave her a noogie, to which she giggled.

Ben: "You two definatley act like brother and sister." Ben said with a grin

Max: "What a sight." He sounded happy.


	11. Its a big world out there

Chapter 11: It's a big world out there

Gwen, Ben, and I just headed into a water park, and they announced the new water slide attraction there. We were in our swimsuits there.

Ben: "Six stories of twists and turns!"

Dustin: "Hurdling down a 200 foot plunge!"

Gwen: "At speeds of 25 mph!"

Dustin: "Then splash down in a turning 3000 gallon wave pool!"

Ben and Gwen: "You have entered the Riptide Rapid Zone!"

Dustin: "Let's see if it's all that then huh?!"

Ben: "Yeah! Let's do it!" We rushed up to the top of the staircase to it, and Gwen and I ran through, but Ben was stopped.

Ben: "Hey!"

Teenager: "You're too short to ride this."

Gwen: "Oh, don't worry Ben. The banana boats are for the smaller group! Wheee!" She rushed down the slide, but I stayed back, and took Ben behind a pole.

Ben: "Why aren't you going, huh?"

Dustin: "Come on. 'll sneak you on."

Ben: "How?" I turned on the Omnitrix.

Ben: "Ooh."

Dustin: "I'm not denying my little buddy the water slide of a lifetime!" I hit it down, and went Ghostfreak.

Ghostfreak: "Alright! I'll scare him, then you run past, and Ill go human and slide down!"

Ben: "Got it." I walked up to the teenager.

Ghostfreak: "Excuse me sir. Can I have a slide down, please?"

He looked at me, then screamed, and cowered behind his desk. Ben ran past, and jumped in, and I reverted back to normal and jumped in after him. It was all twists and turns, and it was fun! I couldn't believe how fun it was to go down one. Ben fell out, and splashed in, then I came out, and cannon-balled right in.

Ben: "Radical!"

Dustin: "Oh yeah!" I noticed Ben felt a surge of power through the Omnitrix, and he turned Grey Matter.

Dustin: "Ben!"

Grey Matter: "Help! *Blub*" I pulled him out.

Dustin: "You okay little dude? Why'd you turn into Grey Matter?"

Grey Matter: "I didn't do it on purpose! An energy surge went through the Omnitrix, and… here I am now."

Dustin: "Maybe there was a static shock that zapped the mnitrix. You're bound to get a shock or two in a slide."

Grey Matter: "Or maybe the Omnitrix hates me."

Gwen: "I saw you two come down the water slide! How did you manage to do that?"

Dustin: "I went Ghostfreak, and scared the guy. Then we cannon-balled, and now Ben's Grey Matter for God knows why!"

Gwen: "Well, you can't swim like that, so turn into Ripjaws. Okay?"

Grey Matter: "I guess I'd better." I waited a few seconds. Nothing happened.

Dustin: "Um, try again?"

Grey Matter: "One more time!" Ben closed his eyes, and opened them a few seconds later, but he was still in my hand.

Dustin: "Okay…"

Grey Matter: "Concentrate!" Ben closed his eyes completely shut, and tensed up all of his muscles to transforming, but all he did was fart.

Gwen: "Eww!"

Dustin: 'Hahaha! Now that's what I call a brainfart." I laughed but I eventually calmed down and Gwen and Ben stared at me with a "really" look.

Dustin: "Anyway, I'll take you back. I'll dry you off, okay dude?"

Grey Matter: "That sounds nice. Ugh."

Dustin: "Gwen, you'll be okay, right?"

Gwen: "Yeah. I'll just be chillin' out here. Don't mind me." She went back to the slide.

Grey Matter: "Ahh…" I took Ben to a table, grabbed a napkin, and started drying me off.

Grey Matter: "Now, while I try to reason my way out of this predicament, you go back in the water."

Dustin: "Are you sure dude? You could easily be snatched away."

Grey Matter: "Nah. I don't want to get in the way of your fun water-frolicing."

Dustin: "Looks like Grey Matter's DNA is getting to you dude."

Grey Matter: "I guess so."

Dustin: "Well of you insist dude. I'll see you later." I ran back for the pool.

Ben's POV

Grey Matter: "Seeya! Oh man… how the crap am I going to hide? Jumping off this table would be suicide I'm sure!" I thought to myself, then came up with an idea.

Grey Matter: "Maybe if I hid in some nearby bushes! Dustin or Gwen would think to look in a bush if I'm not here!" I jumped to the top of a chair, then slid down on it like a pole, hit the ground, and continued onwards. I hopped into the bush.

Grey Matter: "Plus, I shouldn't get sunburned here." I heard rustling noises.

Grey Matter: "Yah! What else could be here?" I hopped on to a bush twig, and started climbing up the plant it was on. I saw a guy moving through the twigs.

Grey Matter: "Wow. A guy who's trying to avoid sunburns. Probably an albino or he forgot his sunscreen."

Guy: "Who said that?"

Grey Matter: "Eep!" I got behind the plant, and stayed perfectly still.

Guy: "I heard you. Come out now, I won't hurt you."

Grey Matter (thinkng): "As if that'll work, buddy." I hopped to another nearby branch, and saw him turn around in my direction. I climbed to the top of the bush, and he stood up.

Guy: "There you are!"

Grey Matter: "That was a stupid idea!" I jumped back down, and he dived back in to the bushes. He made continuous attempts to grab me, but they all ended up in failure. I kept on the move, and ran out on to the sidewalk, running as fast as my at least .5" legs would take me. He continued pursuing me, constantly grabbing at me, while I jumped to avoid capture.

Dustin's POV

We walked outside to check on Ben when we saw this guy graying to grab something.

Gwen: "What's that guy going after?" I squinted, and saw Ben jumping up and down and running.

Dustin: "It's Ben! Ben! We gotta stop him!"

Gwen: "On it!" She splashed water into the guy's face.

Guy: "Hey! My glasses!" I got out, and grabbed Ben.

Grey Matter: "I was trying to hide in the bushes, but this guy found me!"

Dustin: "I'll protect you homie! Don't worry about a thing!"

Grey Matter: "Oh don't worry. He's coming right now!"

Guy: "Give me that alien creature!"

Dustin: "So its an alien you want huh?" I became Four Arms and socked him right on the nose.

Guy: "Ouch! The face! Always the face!"

Grey Matter: "Hit his nuts!"

Four Arms: "Got it." I kicked his junk, and he stumbled over, while I became XLR8 ran off at top speed.

Grey Matter: "Thanks dude."

XLR8: "Let's just keep going."

Gwen: "We need to tell Grandpa!"

XLR8: "About Ben's situation, yes. About him, no!"

Gwen: "But we have to say something!"

Grey Matter: "I know!" The guy recovered, and was chasing us now.

Ben: "He's gaining on us!" I transformed into stinkfly and shot goop at his glasses, blinding him. Then reverted back to XLR8 and ran off again.

XLR8: "I'll take good care of you, buddy."

Grey Matter: "I'm delicate!" We lost the guy for sure. Good

XLR8: "Alright. We can stop now." We stopped running and I reverted back to normal

Gwen: "So, what's the plan?"

Grey Matter: "Keep me out of his grip. Do you know where Granpa is located at this time?"

Gwen looked at Ben.

Dustin: "He means where is Max."

Gwen: "Back at the RV."

Grey Matter: "Dustin. Set me on the ground." I did that.

Grey Matter: "Vulpimancer form, engage!" Nothing happened.

Grey Matter: "Tetramand form, engage!" Still, nothing happened.

Grey Matter: "Kineceleran form, activate!" Silence.

Grey Matter: "Galvanic Mechomorph! Now!" Silence.

Grey Matter: "Petrosapien!" Nothing.

Grey Matter: "Pisciss Volannis!" Nothing.

Grey Matter: "Lepidopterran!" Nothing, AGAIN!

Grey Matter: "Ectonurite, Activate!" *Cue crickets*

Grey Matter: "Pyronite!" Nothing.

Grey Matter: "Earth sea creature!" Nope.

Grey Matter: "Limax!" Nothing.

Grey Matter: "Megawhatt! Now!" Nothing.

Gwen: "What was all that for?"

Dustin: "Grey Matter said every alien species' name to try to transform to them, but he got squat!"

Gwen: "This is a bad thing!"

Grey Matter: "I know. Dustin, take me to the RV. Now!"

I grabbed him, and we started running for the RV. We saw the guy on the chase yet again.

Gwen: "He's there!"

Dustin: "Never gonna quit are ya?" I transformed into Ghostfreak and made all three of us invisible and flew away. We became visible yet again when the guy was gone.

Gwen: "How you doing Ben?"

Grey Matter: "I'm just glad I'm still alive. Get me in the RV! Stat!"

Ghostfreak: "You got it." We became invisible again and flew to the RV. I reverted back to normal and Gwen knocked on the door, and Max opened up.

Max: "Gwen! Dustin! Time to go already?"

Gwen: "No, but watch Grey Matter, okay?"

Max: "Okay…" She gave Ben to him, then closed the door.

Grey Matter: "Hi."

Max: "What seems to be the trouble?"

Grey Matter: "The Omnitrix turned me into Grey Matter, and I can't transform to another alien form!"

Max: "Have you tried changing to normal?"

Grey Matter: "No, but I doubt anything will transpire."

Max: "I see. Maybe you overloaded the Omnitrix by changing forms so much?"

Grey Matter: "That's impossible! The only way the Omnitrix would overload is if the species has taken over the body fully after being transformed too long."

Max: "How'd you know that?"

Dustin: "That was Grey Matter. Not Ben."

Max: "Okay… anyway, we need to get you changed back to Ben, or at least another alien."

Grey Matter: "What if I'm stuck as a Galvan forever? What will happen then?"

Max: "I don't know, but even you wouldn't help yourself anymore, now would you?"

Grey Matter: "No! I would not! The being known as Ben would cease to exist, and I like him!"

Max: "Grey Matter?"

Grey Matter: "Yeah. He's crazy. Sorry about that outburst, Grandpa."

Max; "That's okay. I'll head out. Wanna come?"

Grey Matter: "Only if I'm in your shirt pocket!" Max grabbed Ben, and put me in there. He headed out, and found me as XLR8 and Gwen being chased by the guy, and then punched the guy, while me back to human and Gwen hid behind him, looking innocent.

Max: "Is there any reason you're picking on my grandkid, sir?"

Guy: "These two are in possession of an extra terrestrial being! I wish to examine it for myself!"

Max: "Kids, do you know what he's talking about?"

Gwen: "Nope."

Dustin: "Or maybe you're one of those sickos chasing after young girls?" I said shouting while pointing at the guy gaining some attention from the bystanders.

Guy: "No I'm not!"

Max: "I suggest you leave my kid alone if you don't wish to be arrested."

Guy: "But…"

Max: "Get out of my sight." He punched him again, and the guy left, holding his nose, from.

Grey Matter: "Alright! He's no-mo!"

Gwen: "Did you really have to go that far Dustin?"

Dustin: "Maybe that was a bit far, I'll emit." I rubbed the back of my head and smiled embarrassingly.

Max: "We have to get you changed back, and fast!"

Grey Matter: "I know what caused it. A power surge through the device has made the DNA coding sequence malfunction and repeat a strand of DNA, forcing me to stay in this form for an extended period of time, and I cannot transform, until I'm normal again."

Max: "That could take a while, don't you think?"

Gwen: "Yeah. It might?"

Grey Matter: "And I'm not going to spend the rest of this time in Max's pocket! I want to have some fun!"

Dustin: "How exactly? You're not exactly going to be impossible to catch, you know!"

Grey Matter: "I understand this." I jumped out of Max's pocket, and ran out to explore.

Gwen: "Wait!" Ben kept running, then he saw a net come down on him.

Grey Matter: "What the infernal mech is this?"

Guy: "I, Howell Wayneright, have finally caught an alien!"

Grey Matter: "Yeah. Keep dreaming." Ben bit his net open, and tried to escape, but he grabbed me again. Ben bit his finger, and he dropped me, then caught him with his other hand, and he tried biting him again, but all he got was a plastic thimble.

Grey Matter: "Plastic? What the heck?"

Howell: "I have you now!" He opened a cage, and dropped Ben into it, then sealed it shut.

Grey Matter: "Hey!" I pounded against the walls, and Gwen and me as Four Arms tried to punch him, but he slid aside, then ran for his car. Gwen ran for it, but he took off with Ben in the back seat.

Ben's POV

Howell: "I have finally caught an alien life form!"

Grey Matter: "Just wait until I get bigger, freak!"

Howell: "We'll see if that does happen."

Grey Matter: 'Please! Change me back to Ben! NOW!'

Dustin's POV

The RV was following right behind him, but once a light turned red, and he went past, Max lost him.

Ben: "We lost him! Great!"

Max: "But it's a red light."

Gwen: "We don't have time for that! GO!"

Ben's POV

Back at Howell's place… He brought me into his room, and put me in a pickle jar.

Grey Matter: "A pickle jar? Wow. LAME!"

Howell: "What planet are you from?"

Grey Matter: "I don't know! Let me go before I turn big on your oversized butt!"

Howell: "Someone your size should talk against your captor!"

Grey Matter: "You don't own me!"

Howell: "But I do now, my pint-sized friend."

Grey Matter: "Would friends put other friends in pickle jars? NO! A friend would give a friend a pickle jar for said friend to take a pickle from the jar! Now let me out of here!"

Howell: "Not yet, my little ticket to fame!"

Grey Matter: "My God… you have no friends, do you, big guy?"

Howell: "I don't need any with you by my side. You're everything I need."

Grey Matter: "Now you just sound like a gay guy. Let me out, and I'll be on my way, alright?"

Howell: "Nope. I'll be back later." He left his room.

Grey Matter: "Great. I'm stuck with the alien geek, and I can't transform worth crap! I need to reach the others somehow!" I looked around, and he left his cell phone on the table near me.

Grey Matter: "Jackpot! Now, how do I get out of this jar?" I saw a cat.

Grey Matter: "Here kitty! I taste like chicken! *clucks*" It saw me do that, and it pushed the jar down to the floor. It broke, and then I hid under a table. Howell came back to see that his jar broke, and he looked around the room, then left it. I jumped back up to the table, grabbed his phone, and dialed Gwen's number.

Gwen: "Hello?"

Grey Matter: "It's me!"

Gwen: "You're STILL Grey Matter? Wow."

Grey Matter: "Get over here! Now! Do you guys have a GPS system?"

Gwen: "Yes. My phone does. Why?"

Grey Matter: "I'll tell you the street this guy's house is on!

Gwen: "Thank you!" I looked outside the window, and looked for a sign.

Grey Matter: "Ripley Avenue. Program that in."

Gwen: "I will. See ya then." She programmed it in, then got a lock.

Max: "You got a place?"

Gwen: "Yes. Turn right here." He did that.

Grey Matter: "I'll just try to get out of here to make myself easier to find." I climbed through an air vent, and he heard the noise, then blew me out, landing on top of a robot vacuum.

Howell: "There you are!" He went to grab me, but I jumped, landed on his arm, then started climbing up it, until I got on the counter, then continued running across to dodge getting swatted. His cat jumped out at me, then tried to grab me with its paws, but I started climbing up the cat's fur, and jumped out, and continued for the next vent out.

Howell: "Oh no you don't!" He grabbed me, but I bit him again. He let go, and I landed, then continued on to try and find another way out. I jumped onto another robot vacuum, and it carried me over to the chimney. I jumped off of it, then started climbing up the chimney. He decided to smoke me out with fire. I coughed, and nearly fell into the fire, but he caught me, then stuffed me in a glass cage, with a lock, and sealed it shut. I was unconscious.

Howell: "You're not getting away from me this time, little man."

Dustin's POV

Gwen: "That looks like his car there."

Dustin: "Yeah. Let's get in."

Max knocked on the door, and a big dog jumped out at him. There was also an old lady.

Dustin: "Put a leash on that thing, lady!"

Old lady: "Brutus! Sic' em!"

Max eventually grabbed the dog's elbow, and squeezed it. The dog fell asleep.

Dustin: "Christ!"

Gwen: "Nice."

Old lady: "Leave already!"

Dustin: "Alright! Alright! Sorry we've disturbed you ma'am!" I slammed the door shut on her.

We then noticed a car pulled up in front of Howell's house, and some guys in medieval outfits came in.

Dustin: "Oh great. Not those Renaissance rejects."

Gwen: "You know who they ate?"

Dustin: "Yeah. The Forever Knights."

Ben's POV

Forever Knight 1: "Where is it?"

Howell: "In my room!" He led the three guys there, then showed them me.

Forever Knight 2: "Excellent. Come with us, Mr. Wayneright."

Howell: "Excellent!" I woke up.

Grey Matter: "Whoa! What the heck is goin' on here?"

Howell: "You're about to become the Forever Knights' new guinea pig."

Grey Matter: "YAAAHHHH! GWEN! DUSTIN! HELP!"

Dustin's POV

We saw the guys with Ben in the cage, and went back to the RV to follow them once they took off.

Dustin: "This isn't good! Those medieval morons are gonna regret kidnapping my bud."

Gwen: "Don't worry. Well get him back."

Ben's POV

Howell: "You're gonna love where we're going."

Grey Matter: "I won't. Trust me, big guy!" They walked up to a guy with a golden mask in the building, and set me in front of him.

Gold man: "Excellent work, Mr. Wayneright. I never expected this to be true, what with your fake evidence from before."

Grey Matter: "What is going on here anyway?"

Gold man: "Oh. I'm sorry. I'm Enoch. The leader of the Forever Knights."

Grey Matter: "Great. Medieval alien obsessors. What's next?"

Enoch: "Come, men, and Howell."

Howell: "Excellent!" He presented us to a dissector machine.

Grey Matter: "Oh no! You are NOT going to put me in that thing!"

Enoch: "I would be quiet if I were you."

Grey Matter: "I'm never quiet."

Dustin's POV

Gwen: "This place is a castle?"

Dustin: "First castle I've ever been to."

Max: "The Forever Knights' stronghold."

Gwen: "Plumbers had a few run-ins with this group?"

Max: "Yeah. Let's get in before they do anything with Ben we don't want to see." I became Ghosftreak and turned invisible to sneak in through the gate out front, then started heading in past the guards. We managed to get in before they got spotted, and Max knocked him down.

Gwen: "So, what's the deal with these guys?"

Ghostfreak: "The Forever Knights have stolen alien technology for their own selfish gain."

Gwen: "That's something! We need to get Ben back! Grey Matter probably knows how all that stuff works!"

Ghostfreak: "Or they're gonna kill him! Ben is in control most of the time! He doesn't know what that tech is!"

Max: "Then we'd better hurry!" We continued on as I made us invisible and intangible again.

Grey Matter: "I do NOT want this man! Please! Howell! I'm too young to die like this!"

Howell: "You're going to dissect him?"

Enoch: "Why not?"

Howell: "He has a mind of his own! You can't do this to him!"

Grey Matter: "You call imprisoning me in a pickle jar against my will fine? Wow! Weird sense of logic you have, dude!"

Howell: "And listen to how he talks! He's clearly lived with humans long enough!"

Grey Matter: "Listen to the weird man!"

Enoch: "Men, escort this peasant out of my sight!"

Howell: "No!" He ran, grabbed me, hitting a few people with the glass cage, then ran.

Grey Matter: "Wow. You actually decided to save me! Maybe you aren't a total jerk after all!"

Howell: "This is as far as I take you. You're on your own now."

Grey Matter: "Whatever! At least I'm out of Enoch's dissection plans!" I ran along the floor, and hid behind statues as well as I could on the way through the hallways, until…

Gwen: "Grey Matter!"

Ghostfreak: "Ben! Thank God you're okay!"

Grey Matter: "Guys!" I ran out, and climbed onto Gwen's shoe. She picked me up.

Gwen: "Ben!"

Grey Matter: "Gwen! Dustin! Grandpa! You all came to save me!?"

Max: "Of course. We wouldn't be a team if we didn't."

Ghostfreak: "Besides if they tried anything on you, I would've ripped their hearts our and crush them in my grasp like tomatoes while they draw their last breaths." I growled in anger scaring the three present.

Gwen and Ben where wide eyed at what I said. I felt like I that I wasn't partly in control again. But eventually I calmed down.

Dustin: "Sorry guys. I say it but I don't really mean it."

Gwen: "Sure didn't sound like it."

Ghostfreak: "Im fine. Trust me guys." I said raising my hands in defense.

Max: "If you say so."

Ghostfreak: 'Dammit not again. I need to use Ghostfreak less often.'

Grey Matter: "Anyway, let's get the heck out of here."

Dustin's POV

We continued out, but Enoch stopped us in an alien tech room.

Enoch: "You're not going any further!"

Max: "We will get out of here!"

Gwen: "Ben, any ideas?"

Grey Matter: "Put me near that pulse hyper core. Dustin, grab the gillenium capacitor. I'll create a bomb to get us out of here!" I grabbed the thing closest to me, and handed it to Gwen, and she handed it to Ben to mix it with the pulse hyper core to create the bomb.

Grey Matter: "I'm done!"

Enoch: "Attack!"

Max: "Run!" Gwen grabbed Ben while I grabbed Ben and Max, and I phased us out. A few minutes later, the castle exploded, and we phased ran into the RV.

Gwen set Ben down on a table and Dustin reverted back to normal.

Gwen: "We made it!" Max started the RV up, and took off. Ben was forcibly reverted back to normal.

Ben: "Finally! I'm me again!"

Dustin: "And not a moment too soon little bro!" I said patting his shoulder.

Gwen: "The Omnitrix should work normally again, right?" Ben looked at it, turned it to Upgrade, and became him.

Dustin: "Looks okay now." He went Wildmutt.

Gwen: "So far, so good." Then I went normal.

Ben: "It's working fine. Whoo!"

Max: "Hopefully that doesn't happen again."

Ben: "It won't. I promise you!"

In a car, Enoch was still shown to be alive.

Enoch: "Find out everything you can about these people. All four of them."

Forever Knight: "Yes, my lord."


	12. Caught the Bug

Chapter 12: Caught the Bug

Ben's POV

Today, Dustin sent me on my first solo mission. I was chasing down a crook in his getaway car as Upgrade melded with a motorcycle. Normally I'd be XLR8, but this isn't a horrible idea either, and my favorite land vehicle is a motorcycle, so why not?

Crook: "Ah, how easy it can be to make a getaway!"

Upgrade: "This guy is starting to get on my last nerve!" I shot a laser at the back of his car, making his trunk blow up, and he was losing the money.

Crook: "No! Not my stolen loot!"

Upgrade: "Some people just can't watch their cash well enough, eh?" The crook kept speeding through, and I sped up to the side of him, grew a spike on my front wheel, then made him spin out, and he collided with a street light. I stopped in front of him, turned so my rear was facing him, and made him taste rubber by starting up the motor, then keeping myself in place while blowing dirt in his face. He was coughing, and I left when the police showed up, and hid behind a truck nearby. The police put him in cuffs.

Crook: "The motorcycle was driving itself man! It even shot laser beams!"

Officer: "Tell it to the judge, like they all do."

Crook: "I swear to God!" I separated from the motorcycle, and parked it right behind the truck.

Upgrade: "That dude's out of the way. Now to… whoa!" I looked at the truck, and by the logo there, it was transporting ice cream.

Upgrade: "Cool! I haven't had ice cream for a while!" I went Ghostfreak, and phased through the back, then went normal, and started chowing down on the ice cream.

Dustin's POV

Once the RV parked off to the side, Me, Gwen, and Max came out, looking for me. I sent him on his first solo mission and I prayed he wasn't doing anything stupid.

Max: "Where could he be?"

Dustin: "Look for a motorcycle."

Gwen: "Found him." She pointed to a motorcycle parked right behind an ice cream truck.

Dustin: "Of course he'd be there. And on his first solo mission too!" I said with a look of annoyance and a facepalm.

Max: "We'd better get to him." We headed over to the truck, then Max opened the back, and found Ben shivering in the back of the truck, smiling.

Ben: "Hey guys… achoo!"

Dustin: "Seriously Ben?" I asked with a furrowed brow.

Gwen: "Couldn't resist, could you?"

Ben: "No. Not really. Sorry." Ben inhaled through my nose.

Dustin: "Ill let you slide this once." I said as Ben stepped out, and sneezed again. I was abit concerned.

Dustin: "Ben, you feeling okay dude? You don't took so hot." I said with a worried tone as he sneezed once again.

Max: "We'd better check your temperature. Now." We quickly brought him back to the RV, and sat him in the couch to check my temperature.

Max: "101 degrees. Not good. You got a cold."

Ben: "You're telling me… ACHOO!" Ben said inhaling through nose and shortly after he started picking at my nose after that.

Gwen: "Eww."

Dustin: ""Ahhh dude! Not while you got a runny nose man!" I said looking away.

Max: "All boys pick their nose, but that's beyond the point. We need to get your cold dealt with. Take this medicine." Max handed Ben a jar with green stuff in it. He smelled it, then immediately pushed it away.

Ben: "What is this?"

Max: "San Ju Yen Pien. I got the recipe from a monk in Guangdong, China."

Dustin: "China? Lucky!" I said feeling a bit jealous.

Gwen: "Plumber mission?"

Max: "Yeah. One of our guys got sick, so we learned this recipe to help cure him. But don't worry, Ben. It smells worse than it tastes. Or was it the other way around?"

Ben: "I'll take it later, when I get used to this ugly smell…"

Max: "You'll get used to it after 10 or so doses of it."

Ben: "Oh man…" Max went back to start the RV up again, and I went back to watching Animal Planet. Gwen sat next to me.

Gwen: "You watch documentaries?"

Dustin: "Yeah. I watch this along with history channel, discovery channel and travel channel. And River Monsters is on! Sweet."

Gwen: "One of your favorites?"

Dustin: "Oh yeah. This guy is an extreme angler and a marine biologist. He catches many freshwater terrors to simply get some facts about some of the most gruesome case caused by fish."

Gwen: "Cool."

Dustin: "And it looks like the episode where he catches a giant freshwater stingray. The ending is something you'll enjoy, which you'll see very shortly." I said as me and Gwen watch the stingray watch bring little stingray pups to the world.

Gwen: "Aww! How adorable!"

Dustin: "I know! Its an adorable sight."

Ben: "Wait! I thought stingrays lay eggs?" Ben said still stuffed up.

Dustin: "Not really. Stingrays give birth to live young.

Gwen: "But still that is a bog stingray though."

Dustin: "Oh trust me. Ice when I was a kid, I was in daycare and we were on a field trip to Moody Gardens. It was into he rainforest pyramid and I saw a massive stingray. If I remember correctly it was a big as this one on TV."

Ben: "Lucky…ACHOO!"

Max: "Our next destination is Chinatown for more ingredients for my San Ju Yen Pien."

Dustin: "Sweet. My first visit to Chinatown! I just love Chinese food!"

Ben: "Oh man…" Ben lied down in what I thought was Ben's bed in the back, and closed my eyes to take a nap.

15 minutes later…

We made it to Chinatown, and Ben was out in the open, looking at different things, with a tissue in my pocket just in case, and Gwen and I was walking with him, holding a tissue box.

Dustin: "Well, while Gwen and Max get the ingredients, I'm sticking with syou so you don't get lost."

Ben: "I'm of a baby you know!"

Dustin: "Well, someone had to stay with you to make sure you were okay, and Max forced me to bring the smelly stuff. And I'm here so you don't spread the cold to someone else.."

Ben: "Whatever!" Ben said inhaling through his nose"

Dustin: "And with my hospital mask and rubber gloves, I won't catch your cold. Plus I got hand sanitizer to be on the safe side."

Ben: "Whatever." We continued on walking, looking at the Chinese buildings.

Ben: "Y'know, if I didn't know better, I'd say we were in China."

Dustin: "Me, too. One of my many favorite places I always wanted to travel. Especially to see the great wall of China."

Ben: "You like it that much huh?"

Dustin: "Definitely dude. The décor, the food, the architecture, everything about it is just so amazing."

Max: "There you two are."

Geen: "We found the ingredients."

Ben: "And that doesn't make a difference to me."

Max: "By the way, I was wondering if you wanted to see the parade later on, then there's the speech from the councilwoman."

Gwen: "I'd like to."

Dustin: "Oh yeah! Count me in!" I said in excitement.

Ben: "Yeah sure." Ben said a bit unamused.

Dustin: "Trust me Ben, you'll enjoy it." I said with a pat on his back.

We were at the parade, watching it go through, and it was really cool. Ben turned the Omnitrix on, but Max and I caught me.

Max: "No."

Dustin: "Try it Ben, and a cold won't be the only thing you'll be suffering from."

Ben: "But seeing Heatblast start up fireworks would be awesome!"

Max: "They're good enough with them."

Dustin: "And I have this remember?" I said holding out the Omnitrix remote and Ben was wide eyed.

Ben: "Fine!" Ben turned the Omnitrix off, and continued watching the dragon parade around with other things. After the parade, we got to hear the speech from the councilwoman named Councilwoman Liang.

Councilwoman Liang: "We are going to tear down one of the older buildings to replace it with a new building. It will be a hotel."

Dustin: "Woo-hoo!"

Ben: "AC-BBBPBPBPBBPBP!" I handed him a tissue, which he sneezed into, then blew his nose on it. Ben handed it back to me, and I put it in the nearest garbage bin.

Councilwoman Liang: "This will make more people want to come to Chinatown and possibly live here instead of just for a vacation, but regardless, it will bring in more money for Chinatown."

Dustin: "I know I would wanna live here."

We then saw some bugs fly out, and try to kidnap her, but she ran off, along with the other people in the audience.

Councilwoman Liang: "You're the freak that wouldn't leave the building! Clancy?"

Clancy: "You are right!" He had blue skin, and wore what looked like a winter coat, a hoodie, and bell-bottom pants.

Dustin: "Oh great! Its this bug brain!"

Gwen: "You know who this guy is?"

Duatin: "Yup! Clancy! He has the power to control insects. Any bugs liie ants, cockroaches, hornets, spiders, you name it!"

Ben: "It's hero time!" I turned the Omnitrix on, then became Wildmutt.

Gwen: "Wouldn't Heatblast have been a better choice?"

Wildmutt: "ROAR!" Ben now noticed he was completely blind, and didn't have much to see. He ran, but right into some fireworks. I also looked paler, and my claws were green.

Gwen: "What's up with Wildmutt?"

Dustin: "The sickness! It spreads to his alien forms! Gwen, Max, make sure everyone else is safe." I said turning on my Omnitrix 2.0 and turning into Diamondhead.

Gwen: "What about you,?"

Diamondhead: "I'll be his eyes." I jumped on Ben's back.

Diamondheds: "I'm driving, dog-boy!"

Wildmutt: "ROAR!" Ben transformed into XLR8.

XLR8: "Well, as Wildmutt, I'm useless, so I'll just use speed!" He took off, but his feet made huge clangs on the ground. Instead of wheels on his feet, Ben feet looked like blocks of steel.

XLR8: "What the? Lead feet? You've got to be kidding me!"

Diamondhead: "Well, XLR8 is crap, um, try Stinkfly then." Ben took my decision, and he was red instead of green where Stinkfly's green colors were. I transformed into Stinkfly as well.

Dustin Stinkfly: "Can you at least fly?" Ben and I took off, and Ben flew straight for Clancy. He saw us, and sent his flies at us, and we retaliated, I shot slime at them. Ben however shot flame out of his mouth.

Dustin Stinkfly: "Wow! Talk about dragon breath!" I said with amazement as I never seen this in the show.

Ben Stinkfly: "Wow! Being sick makes Stinkfly amazing!" He breathed even more fire at him, burning some of his flies to a crisp. Clancy made a fist out of beetles, then socked us with it. We were sent flying, then we then went Diamondhead to absorb the impact. I was normal as Diamondhead, but as for Ben, instead of being diamond, was a pile of slime.

Ben Diamondhead: "Oh man!" He splattered against the wall, then went Ghostfreak. Ghostfreak looked white instead of gray, and when I tried to turn intangible when Clancy went after us with his beetle fist again, but Ben turned into solid steel, and he didn't do a thing to him, so Ben went Stinkfly again while I turned into Heatblast, then I shot flames while Ben shot laser beams from my eyes, burning more of his bugs off. I then tackled Clancy, and he crashed into a building s Ben flew afterwards.

Stinkfly: "Wait! I have heat vision now? Cool!" Ben used the heat vision again while I launched fire at him, and Clancy dodged the shots.

Stinkfly: "Time for a bug zapper!" Ben and I went Buzzshock. I was normal as Buzzshock, but Ben however wasn't glimmering with electricity, so, we couldn't tell what was going on with him. Ben tried shooting electricity at him, but instead of that, he got methane.

Ben Buzzshock: "Buzzshock farts? Just great!"

Dustin Buzzshock: "Allow me! Time to do the electric boogaloo!" I said as I shocked Clancy as he twitched and collapsed.

Buzzshock: "Try something else." Ben went Upgrade, only to find out hewas solid instead of feeling rubbery, like we usually feel as Upgrade.

Clancy: "You really don't get what's happening, do you, kid?"

Upgrade: "Mind your powers, and I'll mind mine!" Ben was about to shoot an eye beam at him, but instead of that, he got sparks.

Upgrade: "Sparks? Oh, I get it now!" Ben shot even more sparks at but he dodged each one with mosquitoes.

Bizzshock: "Oh hell no! I love all kinds of bugs but Mosquito's arent one of them!" I said as Ben went Stinfly again, and shot eye beams, causing the sparks he shot out to make a huge explosion. Ben then went XLR8, ran in, and socked him. It made a huge banging noise, and he flew into another building.

Buzshock: "I get it now! You're strong as steel, but slow as a hell as XLR8!" I said as Ben tried to run up to him, but Clancy let his bugs carry him and the councilwoman off. Ben went Stinkfly and I went Heatblast to try and catch up with him, but he sent some wasps at us, and all we could do was burn each one with our fire breath/flamethrowers. We turned back to normal when we landed back on the ground.

Dustin: "Dammit! He got away! Well at least we know that your aliens have aome advantages when their sick."

Ben: "Yeah… ACHOO!" The sneeze landed on the ground, and he inhaled up my nose again, and started picking at it.

Dustin: "Ugh dammit dude!" I said gagging a bit.

Gwen: "Could you please stop that?"

Ben: "Sorry, oh… ACHOO!" Ben inhaled up my nose again.

Max: "Maybe it's time for some San Ju Yen Pien. We need to go after Clancy anyway."

Dustin: "We''ll go after him! You guys use the RV." I went XLR8 while Ben went Ripjaws.

Gwen: "Why Ripjaws?"

XLR8: "Funny thing is, Ben's cold changed his alien powers, so, why not?"

Ripjaws: "Lets see what happens." Ben said as he concentrated on making his tail, but instead, he grew wheels at the bottom of my feet.

Ripjaws: "So Ripjaws is the speed guy now, huh?" We took off, but Ben only went, like half as fast as XLR8 would have. The RV followed from behind, and we stopped at an abandoned building with the plans Councilwoman Liang was talking about.

Ripjaws: "He'd be here."

XLR8: "Looks like we gotta pest problem to handle." We both wemt Grey Matter , but there was something very strange with Ben.

Grey Matter: "OUCH! My head hurts!"

Gwen: "Your head hurts?"

Dustin: "How bad is it?"

Grey Matter: "Too much going on! Have to use Amoeblob!" So he became Amoeblob, and what we immediately noticed was, he was a hunk of diamond.

Amoeblob: "Amoeblob and Diamondhead switched powers?"

Grey Matter: "Looks like it."

Amoeblob: "Then I should be able to get all of us in right now." I grew diamond quills, and shot them at the lock, breaking it, and Ben slithered in. I wnet back to human form and me, Gwen, and Max followed him.

Amoeblob: "Maybe we should split up." Ben went XLR8 and Four Arms, and started walking through. Ben went with me, and Gwen went with Max.

XLR8: "XLR8's as slow as a snail now, but he's still really strong."

Four Arms: "Clancy could be any were in this dump."

Ben: "Then let's speed things up a bit." Ben went Diamondhead, who was still a slime puddle, and continued slithering along the ground and I followed him, until we found a new room, where there were a bunch of newspaper clipouts pinned to a wall, and we both went normal to read them.

Dustin: "No wonder this guy's a freak. He doesn't want his home torn down."

Ben: "Makes sense. I'd be freaky if my home was being torn down without my permission." We then heard some voices, and I went Ghostfreak to hide behind the wall, then Ben went Four Arms, who was paler, and had hives under his arms.

Four Arms: "What's the plan, Dustin?"

Ghostfreak: "This." I put my pointer fingers out, and against my head. Ben did the same thing. Max and Gwen walked by the door, and we freaked Gwen out.

Gwen: "Mega Bug!" She jumped, and saw me and Ben come out.

Gwen: "Very funny, doofuses!"

Four Arms: "But the look was still priceless!"

Ghostfreak: "No kidding." I said laughing my ghostly tail off.

Max: "Let's hurry up and find her, alright? She could be anywhere around here."

Four Arms: "We didn't forget about her." We continued and found her and Clancy together.

Clancy: "You dare invade our home? You must die!" He sent out his ants at us, and Ben proceeded to try and squish them, but they got up his pants. Councilwoman Liang was covered in spiders. Max, Ben, and Gwen went to help her, but, she stopped them.

Councilwoman Liang: "Stop! There are black widows on me…"

Gwen: "Great!"

Dustin: "I got this!" I came flew over, and once I touched her, we became intangible and the spiders fell off. Then we flew over to the others and became tangible again.

Councilwoman Liang: "Thank you."

Ghostfreak: "You are most welcome Madame." I said performing the Chinese bow, leaving her blushing

Councilwoman Liang: "What a gentleman."

But then Ben accidentally sneezed on her, but luckily I made us intangible again to avoid he getting sick as well , and be came tangible again once he was done.

Ghostfreak: "Watch where your sneezing will you?" I said with my hands on my hips and glaring at Ben.

Fourarms: "Sorry. As for you…" Ben charged towards him, but he moved out of the way, and he slammed into the wall.

Clancy: "No! You'll destroy our home!"

Four Arms: "You're going down!" He went Stinkfly, and shot heat vision beams at him. He dodged them, and he set the building on fire. I went Four Arms again, and grabbed Gewn and Max and jumped out while I grabbed Councilwoman Liang and became intangible and flew out the building. The place got burned down, and Clancy took off towards the northern direction.

Councilwoman Liang: "Thank you all for saving me from HIM."

Ghostfreak: "No problem miss councilwoman. All in a days work." I said with another bow.

Four Arms: "Yeah. Al in a… ACHOO!" Ben sneezed at the rubble of the building.

Gwen: "I'd recommend taking a nap at home for you, Councilwoman."

Ghostfreak: "A Lady such as yourself needs some rest after today."

Councilwoman Liang: "That's just what I was going to do." She started walking off, and me and Ben went normal again.

Ben: "Now what?"

Max: "We have to figure out his new plan." Gwen was using her laptop to search for data on the bugs, and came up with an idea.

Gwen: "Considering cockroaches can't be killed by radiation, he's headed for the nearby nuclear plant!"

Dustin: "Then let's go there!" Max started up the RV, and set out in that direction. When we made it, we had to track him down. I went Wildmutt and started searching for him with his super smell. Ben, Gwen and Max followed suit as I sniffed Clancy out.

I found Clancy near the reactor, and he noticed me.

Clancy: "You! What are you?" I went roared, but he shot wasps at, bit I went Heatblast to burn them into crisps. Ben then became Nessie, then when he sneezed again, we noticed that Ben spat out an energy beam.

Heatblast: "Oh sweet!"

Clancy: "Uh oh." Ben shot the beam at him, and he was trying to dodge it. He got hit right when it ended, and Ben tried stepping on him. He used beetles to stop me, and he became Stinkfly, and shot eye beams at him again. He dodged each shot, then I flew in for tackling him, but missed, then I launched fire at him. As Ben and I were fighting against Clancy, Gwen, and Max were near the control panel for the core.

Max: "Ahh! It's to hot to control the thing from here manually!"

Gwen: "Then we're toast!"

Gwen: "No we're not!" Bem breathed fire into Clancy's beetle fist, and melted it, then I tackled him again. And Ben went Four Arms right after to charge him. He stopped him with a swarm of ants again as he threw me off. Ben started itching himself all over, then jumped up and down.

Clancy: "You keep picking bad forms." Ben went Heatblast as well, and noticed he was blue instead of orange.

Ben Heatblast: "Oh yeah! Burning even hotter than ever!" Ben shot blue fire at him, but instead, there was ice. I froze him solid.

Ben Heatblast: "Okay… ACHOO!"

Dustin Heatblast: "Talk about fire and ice."

Gwen: "We need to stop the reactor! It'll explode any second! guys!"

Ben Heatblast: "I'm on it!" Ben shot ice at the reactor, and the overheating noise it made stopped it.

Dustin Heatblast: "Phew!" I said in relief.

Gwen: "You did it again! Yay!"

Ben Heatblast: "Now let's get out of here before bug-man here unfreezes."

Later, in the RV, Ben was now better than ever.

Dustin: "You feeling better now dude?"

Ben: "That San Ju Yen Pien really does work. Too bad it smelled so horrible!"

Max: "That would be the monk's fault. Not mine."

Gwen: "At least it worked."

Dustin: "Yeah! At least your fit as a field now dude!"

Ben: "Hey, Dustin, want to uh…" He found a bug, then a whole swarm of bugs got in the RV, and Clancy broke down the door.

Ben: "Whoa! How the heck did you unfreeze?"

Clancy: "My little secret, kid!" He used a beetle fist to punch Ben again. He flew into the back of the RV, and I turned on the watch for Diamondhead.

Diamondhead: "You're getting out of here!" I socked him, and he fell to the floor. Gwen then got an idea, and grabbed what was left of the San Ju Yen Pien off the table, and the bugs smelled it, got off of Clancy, and chased it.

Clancy: "No! My brethren! Stop!"

Clancy looked around, and saw me clench my knuckles.

Clancy: "Um…" Clancy nervous laughs as I socked him out of the RV, and we continued on our way. We heard a sneeze, and everyone looked at Ben. He shrugged, I felt fine, and we noticed Gwen got sick.

Gwen: "How? How did I get sick?"

Ben: "You were near me the whole time, Gwen. Guess you needed more protection."

Dustin: "Well so was I yet I feel fine. I guess that hand sanitizer did the trick I guess."

Gwen: "I'm so gonna kill you when I feel better… ACHOO!" Ben laughed.

Dustin: "Want me to fix you some soup Gwen?"

Gwen: "Please."

* * *

Authors note

Just so you know, the side effects o the aliens are by DriveMaxUltraDynamoZord, not me. I'm adding this to avoid any copyright.


	13. First Encounter with Vilgax

Chapter 13: First Encounter with Vilgax

Newscaster: "We're live on the scene of a high-speed police pursuit of an armored car stolen earlier today from the federal reserve in Denver. It is believed the thieves also Have a hostage. Wait. What's this? Yes. It looks like we have another alien sighting. We don't know where these strange creatures come from, but they seem to be here to help."

Vilgax: "Both Omnitrixes wasted on pointless heroics."

Robot: "Shall I dispatch more drones to retrieve it?"

Vilgax: "No. I will see to this task myself."

Dustin and Ben: "AAHHH!"

Max: "Another nightmare?"

Dustin: "Oh yeah!"

Ben: "It was that weird alien from my vision, only bigger, uglier, and scarier."

Dustin: "That was none other than Vilgax. And he's on his way now!"

Max: "We have to move! Now!"

Gwen: "Grandpa, it's 3:00 in the morning."

Max: "Best way to beat the traffic."

Ben: "Uh, grandpa, what's with the lead foot?"

Max: "I want to make Mount Rushmore by nightfall."

Ben: "I'm so bored. Let me play a game."

Gwen: "I would, but I think this will be a good lesson for you to learn how to entertain yourself."

Dustin: "Enough! We need to get a move on!" I said and max sped off.

On Vilgax's ship, things were getting ready for the final assault to obtain both Omnitrixes.

Vilgax: "One of the Omnitries have been activated. Pinpoint its location. I have you two now."

Back with us…

Ben had become Upgrade and melded with her computer, much to Gwen's annoyance.

Gwen: "Hey! What gives?"

Upgrade: "Sorry. You are a loser and always will be."

Gwen: "Aah! Ben! Get out of my computer."

Upgrade: "What? I'm just entertaining myself."

Gwen: "This is my private property, and you're getting your cooties all over it."

Dustin: "Ben, please get out of there."

Ben: "Ooh! What's this? A diary! "Dear diary, my cousin Ben is such a-"v

Gwen: "Doofus, knock it off!"

Dustin: "BENJAMIN KIRBY TENNYSON, EITHER YOU GET YOUR BUTT OUT OF GWEN'S COMPUTER OR I'LL GO GHOSTFREAK AND SCARE YOU OUT!" I growled as Ben was now scared and did as I asked.

Ben: "Geez dude, I know your worried but you don't ave to blow a fuze like that."

Max: "Ben, now is not the time to go alien. Do you understand?"

Ben: "I was just fooling around." Ben said as I sat on the couch.

Dustin: "Dammit Ben! This is serious! Vilgax is a tough guy to deal with!" I said as I layer my head on by hands.

Max: We can't afford to attract attention right now.

Ben: "What kind of attention could I attract in here?"

Max: "Never mind."

On Vilgax's ship

Robot: "We have lost the Omnitrix signal."

Vilgax: "No matter. I've narrowed down its location. I know just how to draw these Earthlings out."

Back to us

We see an army of Vilgax's robots in a city, but no sign of Vilgax.

Ben: "What's going on over there?"

Max:" I'm sure the local authorities have the situation well in hand.

Ben: "Looks like it's hero time!"

Max: "Ben, I don't think that's the best ide-"

Ben: "Time to turn up the Heatblast on these guys."

Man: "What's going on? "

Dustin: "I better go after him!" I said transforming into Diamondhead.

Diamondhead: "Vilgax drones, and no Vilgax. Something's not right. He said he'd come down here, but he's nowhere to be seen, at all." I said firing crystal shards at some of the bots.

Heatblast: "Maybe he was trying to psych us out! Heh…" Ben said as we continued to attack, then saw a giant spiked ball roll out, then roll at us. Ben transformed into Four Arms, charged at it, and rammed it, sending it flying back.

Four Arms: "Yeah! That's right, big boy! You'd better think twice before you mess with us!" It opened up, and showed Vilgax stepping out of the ball.

Diamondhead: "Oh no!"

Four Arms: "You! You're the alien from my visions."

Vilgax: "I finally get to meet you two in person, Omnitrix wielders!"

Diamondhead: "We finally get to settle this, Vilgax! And I'll make sure I beat the living hell out of you!"

Four Arms: "That's Vilgax?"

Vilgax: "Indeed I am. And I have come for the Omnitrix. Both of them."

Diamondhead: "Then just come and get them butt ugly."

Four Arms: "Well be sure to kick your tentacled butt real hard."

Vilgax: "Impossible! You cannot hope to win!"

Four Arms: "Try us! YAAARRRRGGGGHHHH!" We rushed towards each other, and he slammed both of us to the into the ground. Luckily I used Diamondhead powers to summon a diamond pillar. As we brawled, Max and Gwen came up.

Max: "No! It can't be."

Gewn: "That's Vilgax?" Gwen asked terrified.

Four Arms: "Not so tough when you can't move, are you? "

Gwen: "Guys!"

Diamondhead: "Gwen! Why aren't you two headed to Mount Rushmore?"

Gwen: "Grandpa says you two need to come with us. Now!"

Diamondhead: "Not until I kill this Cthulhu wannabe! If I don't, the world is done for!" I said as I fired diamond shards at him but they bounced of him. Ben became Buzzshock to zap him and I went Upgrade and transformed into a energy cannon and blasted Vilgax.

Max: "Nice thinking, boys!"

Four Arms : "I'm sure we can change back now." We reverted to normal. Luckily we were unscathed.

Gwen: "You guys alright?"

Dustin: "I am! Ben, you?"

Ben: "I'm alright."

Max: "You two were lucky to come out alive. You do not want to pick a fight with Vilgax. At all."

Ben: "Well, were okay now, Grandpa. If he does come back, well beat him again, right Dustin?" I looked Ben right in the eye with a kind of 'it's not that simple' look.

Ben: "Dude?"

Dustin: "Don't worry, Ben. I will destroy that seafood reject. He'll never be able to walk again when I'm done."

Gwen: "Dustin please!"

Dustin: "Step off Gwen! If Ben or I don't kill him off, then who the hell will? Huh? Answer me that!" I got up quickly as I was speaking, and seemed to tower over her.

Ben: "Calm down, man!"

Dustin: "How can I calm down!? Vilgax is still out there, and you guys are still dangerously close to me!"

Max: "We don't doubt that-"

Dustin: "Then let me go out and finish the job, Max! Please!"

Max: "We don't doubt that you two can beat him, but you are approaching it the wrong way!"

Dustin: "He fights with sheer brute force! And the only way to fight fire with fire!"

Max: "Not if it's Vilgax."

Dustin: "I've seen what he does in the show Max. I know he's tough, but we have to at least beat him as best as we can. I'm going back out there whether you guys want me to or not!" I flipped the watch back on, but Gwen grabbed my arm.

Gwen: "Dustin, don't! Please!"

Dustin: "Gwendolyn Tennyson! Let! Go! Now!" I said through gritted teeth.

Gwen: "Why is this such a big deal to you?"

Dustin: "I DON'T WANT HIM TO HURT THE FAMILY I HAVE NOW!" The RV stopped right then, and Max and Ben looked right at us. Gwen had an astonished look on her face as i had tears in my eyes.

Dustin: "Guys, the reason why I'm going out there is…" I collapsed on the floor and bawled my eyes out "Because you are like family to me. All of you guys. Ever since the day we met, you guys have been nothing but like family to me. You and Ben are like my brother and sister back home. And Max, you are like the father I never had."

Gwen: "Dustin…"

Ben: "Dude..."

Dustin : "If any of you died, I'd never forgive myself. I would even commit suicide if you guys died." Gwen, Ben and Max were wide eyed at the last bit. I cried my eyes out as Gwen, Ben and Max embraced me. After I calmed down I looked at Gwen. "So please…" I continued. "Stay with Max. For me. For all of us!" I said as I got up.

Gwen: "Yes. All right. If that's how you want it. Go. Fight Vilgax. But please! You two better come back in one piece."

Dustin: "I promise."

Max: "No. I won't let you go out there, boys."

Dustin: "Max. Even if there isn't a way for me to get back home, I wouldn't mind staying here. With Ben, Gwen and you."

Ben: "You mean that?"

Dustin: "Yeah. I highly doubt there might be a way to get me back home. But if there was, I would be in a bit of a conflict whether if I should go back, or stay here." Max pulled over, I then opened the door, and me and Ben ran out, and scrolled through the aliens, until I became to the Diamondhead again while Ben became Four Arms again. Gwen and Max got out of the RV, and were all smiling.

Diamondhead: "Get ready for the fight of a lifetime partner." I said as Ben nodded. I then turn to face Gwen and Max.

Diamondhead: "If I die out there, just promise me one thing. Never forget me." I said as I turned to Gwen and Max. Gwen ran right up to me, and hugged me and I returned the hug.

Gwen: "You guys better not die!"

Diamondhead: "We'll do everything in my power to make sure we don't." I walked back out, with Ben following suit. They then driver off to Mt. Rushmore.

Diondhead: "You ready Ben?"

Four Arms: "Ready as I'll ever be!"

Vilgax: "There you are!" He jumped up from the ground right at us.

Diamondhead: "Perfect timing! Now that you're here, time to end this once and for all."

Four Arms: "Got that right."

Viglax: "With pleasure!" and with that we charged at each other. I transformed into Amoeblob and slithered away from him then transformed into Hydrosaur.

Vilgax: "What vile beast is that?" Vilgax was wide eyed.

Four Arms: "Don't forget about me!" Ben said as he punched him and I grabbed him with my tentacles. I presumed to devout him but he slipped out of my grasp.

I then became Upgrade and morphed into a cross between a Balista and a plasma cannon. I fired a bolt at him and he was engulfed in an explosion. As the dust cleared however, he wa s still in one piece. Ben then transformed into Stinkfly and flew at him while firing some slime.

Stinkfly: "Float like a butterfly but sting like a Stinkfly!"

Vilgax: "Give me the Omnitrixes."

Upgrade: "Not happening!" I said as morphed into a machine gun turret and fired round after round at him as Ben fired slime at him.

Upgrade: "Okay this isn't working." I then transformed into Buzzshock and screened a pound scream as Vilgax covered his heats. Ben transformed into Buzzshock as well and did the same thing.

Vilgax: "UUURGH! I GROW TIRED OF THIS." Vilgax then ran up to us and pressed on the Omnitrix symbols on us. And sure enough we reverted back to human.

Dustin: "What!?"

Ben: "Hey! How'd you do that?"

Vilgax: "What?! It can't be! I've been fighting human children the whole time!? Not only has the Omnitrix split in two, but it appears the Omnitrix has already merged with your own DNA."

Ben: "Yes. You have, Vilgeek!"

Dustin: "Child!? I'm 18 years old calamari!"

He started tugging at the Omnitrixes, attempting to rip it right off of my arms, but the Omnitrix sent out an electric pulse, blowing us both away from each other, then when I went to transform again, both devices were colored yellow spoke.

Omnitrix and Omnotrox 2.0: "Noticeable upgrade in this species' DNA patterns. Adapting data and saving to database now."

Ben: "Huh?"

Omnitrix and Omnitrix 2.0: "Transformation to alien forms will be impossible for the next 10 minutes while saving new DNA configuration to access for transformation purposes."

Ben: "What?"

Dustin: "Oh great!"

Vilgax: "All the more helpful for me!" He powered down, then advanced towards me slowly. Then one he was close enough he grabbed us.

Ben: "Unh! I, uh, don't suppose that means you're gonna let me go, does it?"

Vilgax: "Hardly." He said as he grabbed a remote, then hit a button on it, and we teleported out of the area.

Meanwhile

Gwen: "I don't think tourists are allowed on this road."

Max: "We're not tourists. We're tenants."

Gwen: "But what is this place, and how do you know about Vilgax?"

Max: "Well, it's kind of complicated, but let's just say I wasn't exactly your normal plumber before I retired."

Gwen: "I just hope those two are okay."

Max: "We'll save them, I promise you."

Back to Dustin and Ben

On Vilgax's ship, we teleported to a holding room, and he threw me and Ben into two rings, which trapped the Omnitrix, then used electricity to hold our right arms and legs in place.

Vilgax: "I should have suspected as much. The Omnitrixes being used as play toys.

Ben: "Hey! We've saved a lot of people by going hero."

Dustin: "And didn't just tell you I was 18 years old. Are deaf or just plain stupid." I said as Vilgax then backhanded me.

Vilgax: "SILENCE! I will not be talked down by such a feeble life form such as yourself."

Ben: "What do you want with the watches?"

Vilgax: "You both hold the key to a power struggle so ancient, so vast it is beyond your feeble comprehension. Picture an entire army, each in command of an Omnitrix, and all at my command. I will be invincible. I will rule the universe, and the only thing standing between me and my destiny is you two."

Back with Gwen and Max

Max: "This weapon is keyed into Vilgax's biosignature. Hopefully, it will take him down for good this time."

Gwen: "This time?"

Max: "There's a small red button under that cabinet. Press it."

Gwen: "Hey!"

Max: "GPS-assisted tracking system. It's locked on the watch's signal. You navigate."

Back with Dustin, Ben and Vilgax

Vilgax: Prepare for takeoff. Once we're in orbit, I will finally have the pleasure of destroying this miserable planet once and for all.

Dustin: "Just wait, before this ship takes off, we'll kick your sorry ass." I said as Vilgax approached me.

Vilgax: "Pretty big talk for such a little vermin." Vilgax chuckled. I spat in his eye, making him so mad that his face turned red. He then punched me so hard a spat blood.

Vilgax: "THAT'S IT! Now you've really angered me boy! I'll start with the surgical removal of your Omnitrix, and kill you, as slowly and painfully as possible. And once I'm done with you, your little friend here is next!" Vilgax sneered at me as I glared daggers at him.

With Gwen and Max

Gwen: "There's the spaceship."

Max: "We have to get aboard."

Gwen: "Get aboard? How?"

Back with Ben, Dustin and Vilgax

Vilgax: "Although I should tell you two right before I kill you that the being that was transporting the Omnitrix had activated all of the functions and unlocked every transformation on the Omnitrix. But, since neither of you do not know how to use the Master Control, you can't even comprehend what kinds of transformations are available on it. Go out knowing you did not do everything in your power to stop me! HAHAHAHAHAHAHAHAHAHA!"

Dustin: "Actually, thanks for the reminder, Vilgax!" I emitted a green glow, and became Upgrade. Then I melded with the Omnitrix a green glow surrounded it. Then in a bright green flash I was human again and noticed it resembles an ordinary Smartwatch but with the hourglass shape on the screen. Instead of green and grey, the center of the shape was white, the lines forming the shape were blue and the backing of those line were black.

Ben: "Woah! What's up with the Omnitrix 2.0?"

Dustin: "A little idea I came up with when I saw an episode of the Reboot." I then transformed into vilgax, but with green and black colored armor instead of his colors, and the Omnitrix 2.0 symbol was on my right hand. But instead of a round badge with the original hourglass symbol, it had the same square shape with the new symbol on it.

Vilgax: "No." Vilgax said as I punched him share in the jaw. Then I used my super strength to free Ben from his bindings.

Ben: "Cool. So watcha gonna name this one?"

Dustin Vilgax: "Hmm…Tyrantacle. Tyrant and tentacle put together!"

Ben: "Weird name! But awesome."

Vilgax: "Enough! I will not tolerate this any longer."

I then went upgrade and merged with Ben's Omnitrix and modified his as well. But it resembles more like the Upgraded Omnitrix from the reboot.

Ben: "Cool!"

Upgrade: "I also gave you master control as well dude."

Vilgax: "That's it. Prepare to die boys!"

Then suddenly the light began to flicker as I the ship shook.

Robot: "Warning. Hull breach. Power surge."

Sure enough, Max and Gwen came in. Max held a bazooka-like weapon while Gwen had what looked like a laser rifle.

Max: "Claws off my kids, Vilgax."

Ben: "Grandpa?"

Upgrade: "Max! Thank god!"

Vilgax: "Tennyson."

Ben: "Grandpa, you know this guy?"

Max: "It's a long story."

Gwen: "Look out!" Gwen said as I pushed Ben out of the way.

Max: "I've got to get this ship under control."

Ben: "He can fly a spaceship?"

Gwen: "At this point, nothing surprises me."

Ben: "Then let's right fire with fire!" Ben said as he transformed into Tyrantacle, but he had black and white armor and the Omnitrix symbol on his chest.

Upgrade: "How about a little power up?" I said as I then transformed melded with Ben, becoming power armor. On his helmet was a spartan helmet with horns on top and a green tinted visor, his boots had thrusters on the souls, on his back were two energy swords, and on his arms were massive pile bunkers.

Tyrantacle: "Oh yeah man!"

Vilgax: "Oh please! That still wont save you."

Tyrantacle: "Wanna bet?" Ben said and delivered a massive punch to his gut as the pile bunker did its trick and launched him backwards. But e got back up and was charging toward us but Ben punched him again but smack in the face this time. He was launched backwards again and once again he charged again. Ben pulled out an energy sword from his back and began to slash at him.

Vilgax: "Prepare to die boys!"

Tyrantacle: "Maybe later!" Ben said as he prepared to slash at Vilgax, but he managed to grab me and yank me off of Ben.

Vilgax: "Looks like your comrade is unarmed now boy!" I then transformed into Amoeblob and slithered away from him and towards the three.

Max: "You messed with the wrong family Vilgax!"

Vilgax: "Your weapon won't help, Tennyson. As you can see, I'm much stronger than in our last encounter."

Dustin: "Don't be so overconfident." I transformed into Goop, and wrapped myself all the way around Vilgax, restraining him.

Vilgax: "AGH! Release me, you filth!"

Goop: "I don't think so!" I held on as tight as I could, but he flung me off! I then gathered up all of the goop, then transformed into Chromastone, and fired an energy blast at him. Ben went Spidermonkey, and shot a web at Vilgax's face.

I then turned into Swampfire, and threw fireballs at him. He charged right through them, and punched me right through my stomach.

Vilgax: "You are at my mercy, human!"

Swampfire: "Hehehehehe! That tickled!" I socked him with both hands, and he fell backwards, releasing me.

I then transformed into Echo Echo, and multiplied into 10 of me, surrounded Vilgax, then screamed. He covered both sides of his head.

Max: "We've got to get out of here!"

Ben turned into XLR8 while I turned into Big Chill.

XLR8: "I can still give you a run for your money."

Big Chill: "Maybe you should chill out!" I said as I blew icy breath on Vilgax.

Vilgax: "You can't hide from me forever, boys."

XLR8: "Wasn't planning on it. Peek-a-boo." Ben said giving Vilgax some fast kicks to the face.

Big Chill: "Freeze!" I said as I phased through him and froze him solid. But he broke loose.

Vilgax: "Don't toy with me!" Ben reverted to Diamondhead and I then turned into Humongousaur.

Humongousaur: "How about you pick on someone your own size." I said as I used my hand to pin him down.

Max: "Better hang on to something. This may get a little bumpy."

Gwen: "Aah!"

While I was pinning him down as Humongousaur, Ben became Ghostfreak.

Ghostfreak: "Looks like you don't stand a ghost of a chance!" Ben then phase his hand into his head.

Max: "You all right, Gwen?"

Gwen: "Oh. At times like this, going back to school doesn't seem so bad."

Max & Gwen: "Ben! Dustin?!" Vilgax pushed us off and grabbed the two.

Ghostfreak: "Grandpa? Gwen? No!"

Humongousaur: "Damn you!"

Vilgax: "It's your choice. You or them." I then went Ghosftreak and turned invisible, then appeared to Gwen and Max, became intangible and invisible and flew them towards Ben before becoming visible and tangible again. Then I went upgrade and morphed into a Phantom from Halo, only it was black with green circuitry.

Upgrade: " Get onboard!" I said as Max, Ben and Gwen hopped on. I created a portal and flew out at top speed before the portal closed.

Vilgax: "Dammit!"

Computer: "Commencing self-destruct launch."

Vilgax: "Nooooo" And next thing you know, Vilgax ship explodes. I landed and becoming humanoid again before me and Ben reverted back to normal.

Dustin: "Now that's teamwork!" I said as me and Ben high fived. Gwen then hugged both of us.

Gwen: "I'm so glad you guys are okay."

Dustin: "Hey now! Were here sis!" I said as Ben blushed.

Ben: "Aw c'mon Gwen, no need to get sappy on us." Gwen released us and noticed our watches looked different.

Gwen: "Woah! What happens to the watches?"

Dustin: "I upgraded both our watches as upgrade. A little something I came up with while seeing a video of the Ben 10 reboot."

Gwen: "Reboot?"

Dustin: "Yeah! In the video I saw, Ben used Upgrade to merge with the omnitrix to enhance it. To be honest though, the original was way better than the reboot!"

Max: "The Omnitrix and Omnitrox 2.0 let you two transform into so many more aliens too!"

Ben: "Well the thing is, before Dustin upgraded our watches, they were available the whole time. We just didn't know it until Vilgax said so."

Gwen: "What a way to go down. You have your opponent think he's powerless to defeat you, and then you get beaten with his full power right after that." Ben then looks at Max.

Ben: "Grandpa, we need to talk."

With Vilgax

A few hours after the whole fight, Vilgax was still alive after the explosion. He managed to contact a ship to pick him up. Needless to say he was not happy with this defeat.

Vilgax: "Damn those brats! I almost had both Omnitrixes in my clutches. But luckily I managed to gather a little souvenir for my next project."

Vilgax pulled out a strand of Dustin's hair and placed it in a small container.

Robot: "Master! Your orders?"

Vilgax: "Send a drone to The Pokémon world! I wish to gather a DNA sample from the Pokémon named Mewtwo!"

Robot: "As you wish." The robot did as he was told.

Vilgax: "You boys win this round. But next time we meet, you will not be so fortunate." Vilgax chuckled as he thought of his next plan.

* * *

Authors note:

And that's the end of season 1. The upgraded Omnitrix 2.0 is babased on my profile picture. And Ben has the Upgraded Omnitrix from the reboot, though I like the original series better.

Also a shout out to MakaveliX T who said I needed to be more original. So I hope this is original enough. And I will be more original from now on.


End file.
